Mergers and Acquisitions Law

Companies need to increase efficiency and profitability, reduce competition, ensure the regularity of raw material supply, reduce costs, etc. For these reasons, they may be included in another company or they may merge to form a new company. The merger and acquisition of companies by transfer or merging to form a new company can be defined as “company merger”.

Transferring the management and control of one company partially or completely to the control of another company is the main subject of mergers and acquisitions. In Mergers, the legal personality of at least one of the companies ends and all the assets and liabilities (including its receivables and debts) are transferred to the acquiring company. This may occur in multiple ways, such as (i) share transfer, (ii) sale of assets, (iii) company split, (iv) merger, in the form of a change of ownership of a business or the shares representing this business. The most common and applied merger and acquisition model in Turkish commercial practice is the one in the form of share transfer.

Company Merger is regulated between articles 136-158 of the Turkish Commercial Code, and legal mergers are possible in two ways:

• Merger by Acquisition; With a merger in the form of takeover, a company joins the body of another company and all its assets and liabilities are transferred to the acquiring company.
• Merger as a New Organization; With this merger, two or more companies come together and form a new company. In merger by acquisition, only the legal entity of the transferred company will end, while in a merger as a new establishment, the legal personality of all merged companies will end and a new legal entity will be created for the new company.

Here it should be underlined that; mergers and acquisitions are different things; A merger is the consolidation of two companies. Consolidation is when two companies merge under the banner of a new company and continue to exist as a single company. An acquisition is when one company buys and takes over another company.

Merger is also divided into types among themselves in terms of legal consequences;

• Horizontal Merger; Mergers between companies in the same industry. Often, these companies are companies that compete in the same market, with products or similar or homogeneous products. Benefit and purpose of Horizontal Merger; To enable companies to increase their market share by minimizing competition. For example; Facebook’s acquisition of Instagram in 2012.
• Vertical Merger; A vertical merger can occur between two companies at different stages of the same supply chain. An example of a vertical merger is when the owner of an affiliate website buys the content agency they use to write their blog posts.
• Homogeneous Merger; Homogeneous or product expansion mergers happen when two companies have different products but have a similar customer base. It’s like a bank taking over an insurance company.
• Conglomerate merger; A conglomerate merger is a merger of two companies from unrelated industries. This is a merger that is not as common as other types of mergers, allowing the company to expand its portfolio and diversify risk between the two sectors.
• Market Expansion Merger; A merger between two companies that sell the same product in different markets, combined for a market expansion merger. Merger of an automaker in Germany with an automaker in the USA. This merger means they now have two successful companies in two different markets.

As it can be seen, mergers and acquisitions have very serious legal, financial, tax, public, sectoral and managerial processes, and these processes are designed and planned on a correct strategic basis, risk calculations and determinations are made correctly, reporting as due diligence, all these processes are kept confidential. It is very important for the successful conclusion of the merger. In addition, the correct management of risk management is very important for buyer and seller companies. In terms of the buyer; Various arrangements that make it possible to share the risk for a limited period after the completion of the transaction, Incremental acquisitions, Conditional payment plans, Performance-based payments, Payment of management fee to the Buyer for a certain period of time, Insurance, Non-Compete, Protection of confidentiality and Financial and legal due diligence reporting; in terms of the seller company; Major issues such as guarantees, insurance, protection of confidentiality, payment terms, security of trust are important and require expertise in the field of mergers and acquisitions.

We understand the desire of companies to increase their profitability and efficiency through mergers and acquisitions. To create an appropriate legal framework and infrastructure for the realization of these requests. We are aware and experienced that the moment is a very important and expert issue. Güneş & Güneş Law Firm, which is among the best law firms in Turkey, especially in Antalya having 25 years of experience, deals with mergers to be made to national and international domestic and foreign investor companies operating in our country or planning to invest, establishment of new initiatives and partnerships in company merger and acquisition requests, preparation of the legal infrastructure of strategic cooperations. It is a law firm that focuses on providing the best solution with an international vision and experience.

Our Law Firm Provides The Following Services For Domestic And Foreign Investors And Entrepreneurial Companies with respect of Mergers And Acquisitions In Antalya And Turkey:

• Strategic Legal Consultancy During The Investment Period, From Planning In Which Sector The Investment Will Be Made, Including Joint Investment Negotiations, Concluding of Contracts, Making the Investment, Ending The Investment Made After Reaching The Purpose Of The Partnership And Executing The Exit Transactions And Support Service,
• In the Light of Sectoral Issues and Legal Legislation on Enterprise Projects for National and International Domestic and Foreign Companies with Company Merger and Acquisition Method; Determining the Most Suitable Company Legal Entity for the Partnership, Making Company Type Changes when Necessary, Company Acquisition or Establishment, Planning the Partnership Structure to be Established, Including Mergers or Acquisitions, Preparation of Partnership Agreements, Preparation of Share Transfer Agreements, Post-Share Transfer Reorganization Legal Consultancy Regarding the Preparation of All Kinds of Contracts, Especially the License, Partnership/Shareholders, Share Sales, Active Sales, Distribution, Marketing, Technology Transfer, Company Articles of Association and Business and Commercial Agreements, and the Creation of the Corporate Governance,
• Management Responsibilities for Foreign Capital Investors, Tax Planning and Resolution of Tax Disputes, With Our Expert Lawyer Staff and Our Expert Local Corporate Solution Consultants, Taking into account the Taxes and Tax Rates to be Subjected by Investment Companies with Company Mergers and Acquisitions Method, Consultancy and Representation Services on Internal Audit,
• Among the Services Provided by Our Lawyers, the following services are provided: Approval of Competition Authority and Regulatory Institutions such as Compliance with the Law, Establishment of Contract Structures, Conducting Relations with Investors, Financiers and Capital Markets Authority, Competition Authority and Other Relevant Administrative or Independent Regulatory and Supervisory Institutions and Boards, Mandatory Takeover Offer , Representation and Advocacy Services in the Realization of All Capital Markets Board Legislation Processes, including Compliance with Corporate Governance Principles, HR Structuring and Creation of Post-Transfer Commercial Agreement Templates,
• Making All Kinds of Notifications to Regulatory Institutions in Turkey Regarding Company Mergers and Acquisitions to be made by Domestic or Foreign Capital Companies and Firms within the Turkish Legal System by Our Lawyers, or Making Applications for Necessary Permits and Following and Finalizing the Process,
• General Legal Consultancy in the Merger and Acquisition Investment Process: Reviewing and Preparing the Working Procedure in the Planning of the Merger and Acquisition Process, Taking the Decisions of the General Assembly and the Board of Directors, Compliance with the Legislation, Determination of Corporate Governance and Managers, Recruitment and Legal Limits of Executive Responsibilities Consultancy Service, Including Company Trainings, on Establishment and Internal Audits,
• Legal Counseling and Advocacy Service for Resolving All Kinds of Disputes Arisen About the Resolution of Problems and Disputes That May Be Encountered at Every Stage of the Company Merger and Acquisition Process, by means of peace or litigation,
• Establishment of Joint Stock and Limited Companies, Joint Ventures, Branches and Liaison Offices, Granting Distributorship, Franchise, Know-How, License and Similar Rights to Local Businesses, Merger and Acquisition Transactions, Employment of Foreign Managers and Personnel, Work and Residence Permits by the Lawyers of our Office. Obtaining, Compliance of Commercial Transactions and Management Standards with International Institutional Criteria, Legal Analysis and Reporting of Activities and Transactions, Free Zone Activities, Positioning in Organized Industrial Zones, Commercial, Tax, Employee Law or Consumer Protection and All Other Kinds of Legal Dispute Resolution, Managing Relations with Administrative and Regulatory Institutions, Providing Legal Consultancy and Advocacy Services for All Kinds of Permit, License, Concession, Incentive Application and Follow-up Application and Termination,
• Legal, Financial, Tax, Environmental Due Diligence, IT Due Diligence for the Services We Provide in accordance with the Specific Needs of National and International Domestic and Foreign Companies Emerging in the Company Merger and Acquisition Project, Human Resources Preparation of HR Due Diligence Reports by Our Expert Lawyers and, when necessary, our Expert Local Technical Consultants, Determining the Facts Based on the Needs of Clients Operating in Various Industries, Preparation, Negotiation and Review of Share Purchase and Shareholder Agreements Legal and Advocacy Services,
• Legal Services to National and International Domestic and Foreign Companies on Confidentiality Agreements, Letters of Intent, Contracts to be Signed in the Merger, Acquisition and Joint Venture Processes Planned by Joint Venture Projects (Joint Ventures) and the Most Appropriate Consortium or Business Partnerships,
• Sector-Oriented Strategic Legal Consultancy Services, Including Structuring Processes to Domestic and Foreign Investors in Mergers and Splits, Venture Capital Investments, Leveraged Buyouts, Asset, Workplace and Share Transfers, Public Company Acquisitions,
• Following the Legal Process to be Followed in Mergers and Acquisitions; Arrangement of the Merger Agreement, Preparation and Arrangement of the Merger Report in Cases Where it is Legally Mandatory, Arranging the General Assembly for the Signing and Approval of the Merger Agreement by the Management Bodies of the Companies Participating in the Merger, its Arrangement, Ensuring the Management Bodies to Apply to the Trade Registry for the Registration of the Merger without Wasting Time after the Merger Decision is taken and Trade Legal Support and Consultancy Service for the Follow-up of the Publishing and Announcement Process in the Registry Gazette,

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