Mergers & Acquisitions in Turkey for Foreign Buyers

How We Help on Both Sides of a Deal

A merger or acquisition brings together law, finance and negotiation under time pressure. Our team handles the legal workstream so you can focus on the commercial decision. We act for buyers and for sellers, and we adapt to the size and pace of your transaction.

Across the deal we typically handle:

• Structuring the transaction as a share or asset deal
• Legal due diligence on the target company
• Confidentiality agreements, letters of intent and term sheets
• Drafting and negotiating the share or asset purchase agreement
• Competition clearance and any sector regulator approvals
• Signing, conditions to closing and the completion itself
• Post-completion integration, filings and any transitional arrangements

Share Deal or Asset Deal

One of the first and most important decisions is how to structure the purchase. The answer shapes what you take on, how you are taxed and how much protection you need in the contract.

Share Purchase

You buy the shares of the target, so you acquire the whole company as it stands, including its history, contracts and any hidden liabilities. It is often simpler to complete, but it makes strong warranties and indemnities in the agreement essential.

Asset Purchase

You buy selected assets and business lines rather than the company itself, which can let you leave unwanted liabilities behind. It can be more involved, because each asset, contract and permit may need its own transfer and consent.

Mergers and Strategic Combinations

Two companies can also formally merge under the Turkish Commercial Code, or combine through a strategic partnership or joint venture. We advise on the route that best serves your goals, from expanding market share to acquiring technology or talent.

Legal Due Diligence

Before you commit, you need to know what you are really buying. Our due diligence reviews the target in depth and gives you a clear, practical report, not just a list of problems.

We typically examine:

• Corporate records, share ownership and past transfers
• Key contracts with customers, suppliers and lenders, and any change-of-control clauses
• Debts, guarantees and off-balance-sheet obligations
• Litigation, disputes and regulatory issues
• Licences, permits and sector compliance
• Employment, social security and pension matters
• Real estate, intellectual property and tax position

Regulatory Approvals and Competition Clearance

Some deals cannot close until the authorities approve them. Transactions above certain turnover thresholds must be notified to the Turkish Competition Authority (Rekabet Kurumu) and cleared before completion. Regulated businesses bring further approvals, for example from the banking, energy, insurance or capital markets authorities, and acquisitions of a listed company can trigger capital markets rules such as a mandatory tender offer. We map out every approval you need at the start, so nothing derails the timetable.

The Transaction Documents

A well-drafted agreement is what protects you long after signing. We prepare and negotiate the full suite of documents and make sure the risk sits where it should.

• Non-disclosure agreement and, where used, an exclusivity letter
• Letter of intent or term sheet setting the main terms
• The share or asset purchase agreement, with price, conditions and warranties
• Representations, warranties and indemnities to cover known and unknown risks
• Escrow or holdback arrangements over part of the price where appropriate
• A shareholders agreement where you are taking a stake alongside others
• Ancillary documents such as board resolutions, transfers and disclosure letters

Closing and Post-Merger Integration

Between signing and closing there is often a period where conditions must be satisfied, from regulatory clearances to third-party consents. We manage that checklist, arrange the completion, and see that shares or assets, payment and control all change hands correctly. After closing we help with the filings, registrations and transitional steps that bring the two businesses together, so the deal you agreed on paper works in practice.

Completing the Merger: Procedure and Registration

The form, conclusion, and substance of the merger agreement, its acceptance by the general assembly, and the merger report to be produced are all aspects to consider when carrying out mergers and acquisitions. They are detailed in the TCC provisions numbered 6102.

A Certified Public Accountant must also value property and rights susceptible to change in ownership in corporate mergers and acquisitions. This judgment might be made by the auditor in audited firms.

The management bodies of the firms involved in mergers and acquisitions record these choices as soon as the merger decision is made, and the transferred company is dissolved by registration. The merger becomes legal with this registration. Concurrent with the registration of the merger decision, the Trade Registry Office where the acquiring company is registered notifies the transferred company's title deed, ship, and intellectual property registries, as well as the goods and rights registered in similar registries, to the relevant registries.

Certain transactions are overlooked in corporate mergers and acquisitions, enabling corporations to expedite mergers and acquisitions in specific situations. These conditions and who they apply to are detailed in TCC Articles 155 and 156, numbered 6102.

Protecting Creditors and Employees

To safeguard the receivables and workers of the firms participating in the merger and acquisition of companies, the transferee company guarantees their receivables if the companies participating in the merger submit a request within three months after the legal validity. Businesses involved in the merger notify their creditors of their rights via three 7-day advertisements in the Turkish Trade Registry Gazette, as well as an advertisement on their website. Sound tax planning, with help from expert tax service solutions in Turkey, also helps structure these transactions efficiently.

Consequently, the notion of a business merger encompasses the issue of corporate takeover, and the most relevant source to consult is TCC No. 6102. However, mergers and acquisitions in companies, which are an important part of business life today, require the legal assistance of a lawyer or a law firm specializing in mergers and acquisitions, from the establishment of relevant agreements at the outset of these transactions to the notification of the latest state of the company to the trade registry. It is an important component that should not be disregarded.

Our Process (Step by Step)

1. 1

   Free Consultation and Strategy

   We learn your objectives, review the opportunity and set out the structure, risks, approvals and likely timeline.

2. 2

   Preliminary Agreements

   We put confidentiality, exclusivity and a letter of intent in place so both sides can proceed with confidence.

3. 3

   Due Diligence

   We review the target in depth and report on what it means for price, protections and the deal itself.

4. 4

   Negotiation and Signing

   We draft and negotiate the purchase agreement and secure the warranties and protections you need.

5. 5

   Clearances and Closing

   We obtain the required approvals, satisfy the conditions and complete the transaction, then handle the post-closing steps.

Why Choose Bayraktar Attorneys

Frequently Asked Questions