Mergers & Acquisitions

M&A in Turkey

M&A transactions in Turkey are governed by a combination of corporate law, contract law, competition law, capital markets rules, sector-specific regulations, tax considerations, employment law, and foreign investment-related requirements.

We advise multinational corporations, Turkish companies, shareholders, investors, private equity funds, family-owned businesses, and financial institutions on transaction structures that are legally robust, commercially practical, and tailored to the nature of the target business.

Depending on the sector and transaction structure, M&A transactions may require merger control clearance from the Turkish Competition Authority or approvals, notifications, or consents from sectoral regulators, public authorities, lenders, contractual counterparties, or corporate bodies.

Our services cover the full transaction lifecycle, including preliminary structuring, legal due diligence, transaction documentation, negotiation, regulatory approvals, signing, closing, and post-closing integration.

Legal Due Diligence

Our review typically covers corporate records, shareholding structure, material contracts, financing arrangements, employment matters, real estate, intellectual property, data protection, regulatory licences and permits, litigation, tax-related legal risks, environmental matters, compliance, and sector-specific obligations.

We prepare focused and actionable due diligence reports identifying key risks, required approvals, closing conditions, indemnity considerations, and practical mitigation measures to be reflected in the transaction documents.

Transaction Structuring

We advise clients on the most appropriate transaction structure, including share deals, asset deals, mergers, demergers, spin-offs, joint ventures, capital increases, convertible instruments, and other investment structures.

Our work includes assessing corporate, regulatory, contractual, employment, tax-related, financing, and liability allocation implications of each structure. We also coordinate with financial, tax, technical, and international advisors where cross-border or multi-disciplinary input is required.

Transaction Documentation

We draft, review, and negotiate all relevant transaction documents for M&A and investment transactions, including share purchase agreements, asset purchase agreements, shareholders’ agreements, investment agreements, joint venture agreements, disclosure letters, escrow arrangements, closing documents, board and shareholder resolutions, ancillary agreements, and post-closing implementation documents.

We advise on representations and warranties, indemnities, conditions precedent, price adjustment mechanisms, non-compete and non-solicitation provisions, deadlock mechanisms, exit rights, and dispute resolution mechanisms.

Competition and Regulatory Approvals

We advise clients on merger control requirements and sector-specific approval processes applicable to M&A transactions in Turkey.

Where a transaction meets the applicable merger control thresholds, we assist with the preparation and submission of notifications to the Turkish Competition Authority, management of information requests, coordination of the review process, and assessment of potential remedies where required.

We also advise on regulatory approvals, licence transfers or amendments, public authority notifications, contractual consents, and other closing requirements that may arise depending on the target’s sector and operations.

Post-Closing and Integration

We support clients with post-closing actions and legal integration following M&A transactions.

Our services include corporate governance implementation, board and signatory authority changes, licence and permit updates, contract migration, employment-related steps, internal policy alignment, compliance integration, data protection matters, and implementation of shareholder or group governance arrangements.

Where relevant, we also advise on employee transfer issues, workplace transfers, restructuring, and harmonisation of employment documentation and workplace practices under Turkish law.