Our Working Areas
MERGERS, ACQUISITIONS AND DIVISIONS
Corporate mergers, acquisitions, and divisions are legal transactions undertaken to expand, restructure, or strategically grow business operations. Governed by the Turkish Commercial Code, Law on the Protection of Competition, Tax Procedure Law, and related legislation, these processes aim to minimize financial, legal, and operational risks for all parties involved.
A merger involves two or more companies combining to form a single entity. Under Turkish law, mergers occur in two forms:
- Merger by Acquisition: One company absorbs another.
- Merger by New Incorporation: Companies dissolve to form a new entity.
Valid Merger Combinations Under Turkish Law:
- Capital companies may merge with other capital companies, cooperatives, or (as acquiring entity) partnerships.
- Partnerships may merge with other partnerships or (as target entity) capital companies/cooperatives.
- Cooperatives may merge with other cooperatives, capital companies, or (as acquiring entity) partnerships.
- Commercial enterprises may merge with trading companies as target entities.
Trade Name Usage: Per Article 157 of the Turkish Commercial Code, the acquiring company may only use the target’s trade name after expiration of a mandatory three-month security period.
Given the complex legal, financial, and operational risks inherent in such transactions, meticulous legal analysis and strategic planning are essential to ensure compliance with competition regulations and fiscal requirements.
At Motto Law, we provide comprehensive legal support throughout corporate mergers, acquisitions, and divisions – including contract preparation, due diligence, regulatory compliance, and litigation management.
OUR LEGAL SERVICES IN MERGERS, ACQUISITIONS AND CORPORATE DIVISIONS
01
Legal Consultancy Services
To ensure that merger, acquisition, and corporate division processes are conducted in compliance with applicable laws, while identifying potential risks in advance and safeguarding the rights of all parties, we offer the following legal consultancy services:
- Legal Due Diligence Management: Assessing the legal status of the target company, reviewing existing contracts, liabilities, and regulatory compliance.
- Drafting and Reviewing Merger & Acquisition Agreements: Preparing and reviewing share purchase agreements, partnership agreements, shareholder agreements, and other legal documents related to mergers and acquisitions.
- Planning and Managing Corporate Divisions: Analyzing tax, competition, and commercial risks arising from the corporate division process and ensuring legal compliance.
- Competition Law Compliance and Regulatory Approval Procedures: Preparing notifications to the Competition Authority and ensuring compliance with competition regulations in merger and acquisition transactions.
- Tax and Financial Structure Assessment: Identifying tax obligations and potential financial risks in merger and acquisition transactions.
- Mergers and Acquisitions for Foreign Investors: Providing legal and operational support to foreign investors participating in M&A transactions in Turkey.
02
Litigation and Legal Dispute Resolution
We handle legal disputes arising from mergers, acquisitions, and corporate divisions with precision and professionalism, offering representation in the following types of litigation:
- Unlawful Acquisitions and Shareholder Disputes: Resolving legal conflicts related to the transfer of corporate shares.
- Unfair Termination and Partnership Disputes: Managing disputes arising from partnership conflicts during mergers and divisions.
- Capital Increase and Corporate Governance Disputes: Addressing disputes arising from restructuring and new management structures post-merger or acquisition.
- Company Valuation and Compensation Claims: Litigating compensation claims due to inaccurate company valuations in share transfer transactions.
03
Arbitration Services
We offer arbitration services to facilitate the resolution of disputes without resorting to litigation, including:
- Mandatory & Voluntary Mediation in Mergers and Acquisitions: Resolving legal disputes that may arise between partners or involved parties during acquisition processes.
- Shareholder Dispute Mediation: Addressing conflicts related to shareholding structures, management rights, and corporate capital through alternative dispute resolution mechanisms.