Private M&A—Turkey—Q&A guide

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Private M&A—Turkey—Q&A guide
  • 1. How are acquisitions and disposals of privately owned companies, businesses or assets structured in your jurisdiction? What might a typical transaction process involve and how long does it usually take?
  • 2. Which laws regulate private acquisitions and disposals in your jurisdiction? Must the acquisition of shares in a company, a business or assets be governed by local law?
  • 3. What legal title to shares in a company, a business or assets does a buyer acquire? Is this legal title prescribed by law or can the level of assurance be negotiated by a buyer? Does legal title to shares in a company, a business or assets transfer automatically by operation of law? Is there a difference between legal and beneficial title?
  • 4. Specifically in relation to the acquisition or disposal of shares in a company, where there are multiple sellers, must everyone agree to sell for the buyer to acquire all shares? If not, how can minority sellers that refuse to sell be squeezed out or dragged along by a buyer?
  • 5. Specifically in relation to the acquisition or disposal of a business, are there any assets or liabilities that cannot be excluded from the transaction by agreement between the parties? Are there any consents commonly required to be obtained or notifications to be made in order to effect the transfer of assets or liabilities in a business transfer?
  • 6. Are there any legal, regulatory or governmental restrictions on the transfer of shares in a company, a business or assets in your jurisdiction? Do transactions in particular industries require consent from specific regulators or a governmental body? Are transactions commonly subject to any public or national interest considerations?
  • 7. Are any other third-party consents commonly required?
  • 8. Must regulatory filings be made or registration (or other official) fees paid to acquire shares in a company, a business or assets in your jurisdiction?
  • 9. In addition to external lawyers, which advisers might a buyer or a seller customarily appoint to assist with a transaction? Are there any typical terms of appointment of such advisers?
  • More...

Private M&A—Turkey—Q&A guide

This Practice Note contains a jurisdiction-specific Q&A guide to Private M&A in Turkey published as part of the Lexology Getting the Deal Through series by Law Business Research (published: July 2020).

Authors: Turunç—Noyan Turunç; Esin Çamlıbel; Kerem Turunç

1. How are acquisitions and disposals of privately owned companies, businesses or assets structured in your jurisdiction? What might a typical transaction process involve and how long does it usually take?

A typical private M&A transaction process in Turkey follows customary international practices, although more often than not there is a single potential buyer, especially in smaller deals. Where there are multiple potential buyers, an auction process similar to that commonly conducted in jurisdictions such as the UK and the US may be undertaken. There are no specific Turkish laws or regulations pertaining to private auctions.

A typical private M&A process includes the following main steps:

  1. the buyer and the seller negotiate and execute a term sheet, which will outline the major terms to be included in the final transaction documents;

  2. the prospective investor and its advisers conduct their due diligence of the target company;

  3. while due diligence is ongoing, the main transaction documents and any ancillary documents (eg, seller’s disclosure letter, executive employment agreements) are negotiated (and normally finalised following the completion of due diligence);

  4. the transaction documents are executed;

  5. any consents and approvals are obtained; and

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