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English-speaking M&A lawyersBuy-side and sell-sideDue diligence to closing
End-to-end due diligence, structuring and negotiation support for cross-border corporate deals
Bayraktar Attorneys guides foreign investors, companies and business owners through mergers and acquisitions in Turkey. Whether you are acquiring a company, merging with one, or selling your own business, we manage the legal process from first review to closing and beyond, all in English.
We understand the local market and the regulatory environment, and we work alongside your financial and tax advisers so the deal is sound on every side. Our job is to protect your position, reduce risk and get you to a clean completion.
Key Takeaways
A deal can be structured as a share purchase, where you buy the company itself, or an asset purchase, where you buy chosen assets and business lines. Each has very different consequences for liability and tax, and we help you choose.
Thorough legal due diligence is the heart of any acquisition. It reveals the target’s real contracts, debts, disputes, permits and employment position before you are committed.
Larger transactions may need clearance from the Turkish Competition Authority, and regulated sectors such as banking, energy and insurance need approval from their own regulators. We identify these early so they do not delay closing.
Foreign investors generally receive equal treatment with local investors under Turkish law, and can own Turkish companies outright in most sectors.
Planning to buy, sell or merge a business in Turkey?
Talk to an English-speaking M&A lawyer today. The first consultation is free and there is no obligation.
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.
Our Process (Step by Step)
1
Free Consultation and Strategy
We learn your objectives, review the opportunity and set out the structure, risks, approvals and likely timeline.
2
Preliminary Agreements
We put confidentiality, exclusivity and a letter of intent in place so both sides can proceed with confidence.
3
Due Diligence
We review the target in depth and report on what it means for price, protections and the deal itself.
4
Negotiation and Signing
We draft and negotiate the purchase agreement and secure the warranties and protections you need.
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
Cross-border focus
We act for foreign buyers and sellers on Turkish deals, entirely in English.
Deal-tested drafting
Agreements that place risk where it belongs and protect you after closing.
Regulatory foresight
We spot competition and sector approvals early, so they do not stall the deal.
One coordinated team
Due diligence, contracts, clearances and integration handled together, in step with your advisers.
NB
Atty. Nevzat Oğulcan Bayraktar
Founding Attorney · Istanbul Bar Association. View profile →
Frequently Asked Questions
Yes. In most sectors foreign nationals and foreign companies can acquire Turkish businesses outright and are generally treated equally with local investors. A limited number of regulated sectors have specific rules, which we check at the outset.
It depends on the target and your goals. A share purchase takes the whole company, including its liabilities, while an asset purchase can let you leave unwanted liabilities behind but is often more involved. We advise on the best structure and its tax consequences in your consultation.
Due diligence shows you the real state of the target, its debts, contracts, disputes and permits, before you commit. It shapes the price, the warranties you ask for, and sometimes the decision on whether to proceed at all.
You may. Transactions above certain turnover thresholds must be notified to the Turkish Competition Authority and cleared before completion. We assess this early and handle the filing where it is required.
It varies with the size and complexity of the deal and any approvals needed. A straightforward private acquisition can move quickly, while regulated or larger deals take longer because of due diligence and clearances. We give you a realistic timeline at the start.
Warranties are statements the seller makes about the business that you can rely on, and indemnities are specific promises to cover named risks. Together they protect a buyer if something turns out to be different from what was promised. Negotiating them well is central to the deal.
Yes, and we prefer to. M&A works best when legal, financial and tax advice move together. We coordinate closely with your other advisers so nothing falls between the cracks.
Yes. We help sellers prepare the business for sale, run the process, and negotiate terms that protect them after closing, just as we protect buyers on the other side.
Free Consultation
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This page provides general information about mergers and acquisitions in Turkey and does not constitute legal advice. For guidance on your specific situation, please contact Bayraktar Attorneys for a consultation.
