Public M&A—Turkey—Q&A guide

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

  • Public M&A—Turkey—Q&A guide
  • 1. How may publicly listed businesses combine?
  • 2. What are the main laws and regulations governing business combinations and acquisitions of publicly listed companies?
  • 3. How are cross-border transactions structured? Do specific laws and regulations apply to cross-border transactions?
  • 4. Are companies in specific industries subject to additional regulations and statutes?
  • 5. Are transaction agreements typically concluded when publicly listed companies are acquired? What law typically governs the agreements?
  • 6. Which government or stock exchange filings are necessary in connection with a business combination or acquisition of a public company? Are there stamp taxes or other government fees in connection with completing these transactions?
  • 7. What information needs to be made public in a business combination or an acquisition of a public company? Does this depend on what type of structure is used?
  • 8. What are the disclosure requirements for owners of large shareholdings in a public company? Are the requirements affected if the company is a party to a business combination?
  • 9. What duties do the directors or managers of a publicly traded company owe to the company’s shareholders, creditors and other stakeholders in connection with a business combination or sale? Do controlling shareholders have similar duties?
  • More...

Public M&A—Turkey—Q&A guide

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

Authors: Turunç—Kerem Turunç; Noyan Turunç

1. How may publicly listed businesses combine?

Publicly listed businesses may combine by way of mergers and stock or asset acquisitions. A merger may take one of two forms: the absorption of one company by another or the merging of two or more companies into a newly formed company. Demergers are also permitted and specifically regulated by Turkish law.

A public company is defined as a joint-stock company that either has more than 500 shareholders (excluding crowdfunded companies) or has shares traded on a stock exchange.

2. What are the main laws and regulations governing business combinations and acquisitions of publicly listed companies?

The primary legislation that specifically applies to business combinations and acquisitions of publicly listed companies is the Turkish Commercial Code (Law No. 6102), which regulates the incorporation and operation of business enterprises including their mergers and similar transactions, and the Turkish Capital Markets Law (Law No. 6362) (CML), which is Turkey’s main securities law legislation, including secondary legislation promulgated thereunder, in particular, the following:

  1. the Communiqué on Mergers and Demergers, No. II-23.2, issued by the Capital Markets Board (CMB) under the CML;

  2. the Communiqué on Common Principles Regarding Significant

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