by 
HARVEY ARASAN advises buyers, sellers, shareholders and investors on mergers and acquisitions involving Turkish companies.
We act as Turkish transaction counsel in domestic and cross-border share acquisitions, asset sales, strategic investments and joint ventures. Our work covers the entire transaction, from the initial structuring and preliminary documents to legal due diligence, negotiation of the transaction agreements, signing and closing.
In cross-border transactions, we work directly with the client’s management, investment team and international counsel. We explain the implications of Turkish law in clear commercial terms and coordinate the local corporate, regulatory and closing requirements with the wider transaction timetable.
M&A Transactions We Advise On
Our M&A practice covers:
- Acquisitions and sales of shares in Turkish companies
- Acquisitions and disposals of businesses and assets
- Majority and minority investments
- Strategic investments and corporate partnerships
- Joint ventures
- Founder and shareholder exits
- Startup and technology company acquisitions
- Cross-border acquisitions involving Turkish targets or sellers
- Post-acquisition corporate arrangements
The legal structure of the transaction should reflect its commercial purpose, tax implications, financing arrangements, regulatory requirements and the parties’ plans for the target following closing.
We assist clients in comparing the available structures and identifying the legal implications before the principal commercial terms become fixed.
Preliminary Negotiations, NDAs and Letters of Intent
Decisions made at the beginning of an M&A process may affect the purchase price, transaction structure and allocation of risk at a later stage.
We prepare, review and negotiate:
- Non-disclosure agreements
- Letters of intent
- Term sheets
- Non-binding offers
- Memoranda of understanding
- Exclusivity arrangements
We pay particular attention to provisions that may become binding even where the document is generally described as non-binding. These may include confidentiality, exclusivity, governing law, dispute resolution, costs and access to information.
We also assist clients in defining the proposed transaction perimeter, payment structure, due diligence scope and principal closing conditions before the definitive agreements are negotiated.
Buyer-Side Legal Due Diligence
For buyers and investors, legal due diligence should do more than identify technical deficiencies. Its purpose is to determine how the findings may affect the valuation, transaction structure, contractual protection and ability to operate the target after closing.
Our legal due diligence reviews may cover:
- Corporate records and share ownership
- Articles of association and shareholder arrangements
- Material commercial agreements
- Financing and security arrangements
- Employment and management matters
- Intellectual property and software ownership
- Personal data protection and regulatory compliance
- Litigation and potential disputes
- Real estate, leases and operational assets
- Licences, permits and sector-specific requirements
- Related-party transactions
- Change-of-control and consent provisions
We prepare the due diligence request list, review the documents made available in the data room, raise follow-up questions and report our findings according to their legal and commercial significance.
Where appropriate, we recommend how a material finding should be addressed through a condition precedent, specific indemnity, purchase price adjustment, pre-closing undertaking or other contractual protection.
Seller-Side Preparation and Vendor Due Diligence
Preparing a company for sale before granting access to potential buyers can reduce uncertainty and help the seller maintain control of the process.
We assist sellers with:
- Reviewing the company’s corporate and contractual records
- Identifying issues that may affect valuation or negotiations
- Organising and reviewing the virtual data room
- Managing due diligence requests and follow-up questions
- Coordinating responses from the target’s internal teams and advisers
- Reviewing information before it is disclosed
- Regularising corporate records and key agreements where necessary
- Preparing the disclosure letter and disclosure materials
- Establishing a controlled process for competitively sensitive information
Early preparation gives the seller an opportunity to address deficiencies before they become negotiation points or delay the transaction.
It also allows the management team to respond to due diligence requests more efficiently while continuing to operate the business.
Transaction Documents
We prepare and negotiate the principal transaction documents and their annexes, including:
- Share purchase agreements
- Asset purchase agreements
- Share subscription and investment agreements
- Shareholders’ agreements
- Disclosure letters
- Escrow agreements
- Transitional services agreements
- Management, consultancy and retention arrangements
- Restrictive covenant provisions
- Corporate approvals and closing documents
The share purchase agreement should reflect the results of due diligence and the commercial agreement between the parties. We advise on representations and warranties, indemnities, limitations of liability, disclosure, conduct of business between signing and closing, conditions precedent and termination rights.
Where the seller or founder retains an interest in the target following closing, we also prepare or negotiate the shareholders’ agreement governing the parties’ future relationship.
This may include board composition, reserved matters, information rights, funding obligations, share transfer restrictions, pre-emption rights, deadlock provisions and exit mechanisms.
Purchase Price and Payment Mechanisms
The purchase price may be fixed at signing or adjusted by reference to the target’s financial position at closing. A portion of the consideration may also be deferred, retained or made conditional on future performance.
We advise on the legal implementation of:
- Completion accounts
- Locked-box mechanisms
- Earn-out arrangements
- Deferred consideration
- Escrow and retention mechanisms
- Price adjustment disputes
The relevant accounting definitions, calculation procedures, access to financial information and dispute-resolution mechanisms should be set out clearly in the transaction documents.
Where an earn-out is used, the agreement should also address how the business will be operated after closing, how performance will be measured and whether the buyer will be subject to any obligations regarding investment, sales, staffing or other operational decisions.
Further information is available in our article on performance-based payments and earn-out mechanisms in M&A.
Signing, Conditions Precedent and Closing
Signing and closing may take place on the same date. In more complex transactions, a period may be required between signing and closing to obtain approvals, complete restructuring steps or satisfy other conditions.
We assist with:
- Identifying and drafting conditions precedent
- Obtaining corporate and third-party approvals
- Reviewing change-of-control consent requirements
- Coordinating competition clearance and sector-specific approvals
- Preparing pre-closing corporate actions
- Monitoring interim-period undertakings
- Preparing closing agendas and deliverables
- Drafting board and general assembly resolutions
- Updating the share ledger
- Registering corporate changes with the trade registry
- Coordinating the release or establishment of security
- Preparing post-closing notifications and filings
We maintain a clear closing checklist and coordinate the Turkish closing requirements with the wider transaction team.
Regulatory and Corporate Requirements in Türkiye
An acquisition involving a Turkish company may require corporate approvals, third-party consents, competition clearance or sector-specific regulatory approval.
We assess the regulatory requirements at an early stage of the transaction, including:
- Turkish merger-control requirements
- Sector-specific ownership or approval restrictions
- Corporate approval procedures
- Change-of-control provisions in material agreements
- Trade registry formalities
- Foreign investment notifications
- Restrictions affecting regulated businesses
- Employment, data protection and operational notifications arising from the transaction
Türkiye does not apply the same legal formalities to every transaction. The necessary steps depend on the legal form of the target, its sector, the transaction structure and the rights acquired by the buyer.
Post-Closing Matters
Completion of the share or asset transfer may be followed by corporate, contractual and operational steps.
We assist clients with:
- Implementing post-closing covenants
- Updating corporate records and signing authorities
- Amending the articles of association
- Establishing the agreed board and governance structure
- Integrating shareholder arrangements into the company’s corporate documentation
- Completing deferred transfers or restructuring steps
- Monitoring earn-out and deferred payment arrangements
- Addressing warranty and indemnity claims
- Resolving disputes concerning purchase price adjustments
Where required, our corporate, employment, data protection, technology and dispute-resolution practices continue to support the target following completion.
Cross-Border M&A Counsel
Cross-border transactions require close coordination between the law governing the transaction documents and the law applicable to the Turkish target.
We regularly work with:
- Foreign buyers acquiring companies in Türkiye
- International groups making strategic investments in Turkish businesses
- Turkish shareholders selling to foreign buyers
- Foreign law firms requiring Turkish local counsel
- Investors acquiring minority or joint-control positions
- Turkish companies making investments abroad
Our team works in Turkish, English and French. We prepare and negotiate transaction documents in English and coordinate with foreign counsel where the transaction involves more than one jurisdiction.
We remain focused on explaining the practical consequences of Turkish law, identifying issues that are material to the transaction and completing the local legal steps within the agreed timetable.
Our Approach
M&A transactions require legal analysis, project management and an understanding of the parties’ commercial objectives.
Our approach is based on:
- Early identification of material legal and transaction risks
- Direct involvement of experienced lawyers
- Clear and practical communication with management and international counsel
- Prioritisation of issues according to their impact on the transaction
- Consistency between due diligence findings and contractual protection
- Active management of signing and closing requirements
- Continued support on post-closing matters
We aim to distinguish issues that require contractual protection or corrective action from matters that do not materially affect the transaction. This helps the parties keep negotiations focused and make informed decisions.
When Should M&A Counsel Be Involved?
Legal advice should ideally be obtained before the principal commercial terms are finalised, particularly where:
- A company or business in Türkiye will be acquired
- A shareholder is preparing to sell all or part of its interest
- A foreign buyer requires Turkish local counsel
- A minority investment or joint venture is being considered
- A letter of intent or exclusivity arrangement will be signed
- A data room is being prepared
- Legal due diligence will begin
- The purchase price includes an earn-out, escrow or adjustment mechanism
- Regulatory approvals or third-party consents may be required
- Existing shareholders will remain in the company after closing
To discuss a proposed acquisition, company sale or strategic investment involving Türkiye, please contact our M&A team.
For a practical overview of the key stages, transaction documents and risk-allocation mechanisms involved in an M&A process, read our M&A Essentials: A Practical Guide for Buyers, Sellers and Advisors.
