Mergers & Acquisitions (M&A)
GlobalB Law advises buyers, sellers, and investors on M&A transactions in Türkiye and cross-border, from strategic acquisitions of technology companies to partial stake sales and restructurings.
Mergers and acquisitions require legal expertise that spans the full transaction lifecycle, structuring, diligence, documentation, and post-closing integration. GlobalB Law advises on M&A transactions involving Turkish companies, including cross-border deals where the buyer or seller is a foreign entity, and Turkish companies being acquired by or acquiring international counterparts. Our sector focus, technology, fintech, digital media, and emerging digital industries, means we understand the IP, regulatory, and commercial complexities that characterise these deals.
On the buy side, we advise on deal structuring (share purchase versus asset purchase), conduct legal due diligence, and draft or review the full transaction documentation: letter of intent, share purchase agreement, representations and warranties, conditions precedent, and closing mechanics. We also advise on Competition Board notification requirements where applicable under Turkish competition law, and on any sector-specific regulatory approvals required, for example in financial services or media.
On the sell side, we represent founders and shareholders navigating a sale process, advising on how to structure the transaction to maximise value and minimise post-closing risk, including the negotiation of representations and warranties, indemnification caps, and earn-out arrangements. We bring the same precision to minority stake sales, joint ventures, and corporate restructurings as to full acquisitions.
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常见问题
常见问题解答
When does a Turkish M&A deal require Competition Board notification?
A transaction must be notified to the Turkish Competition Board if the combined Turkish turnover of the parties exceeds TRY 750 million and at least two of the parties each have Turkish turnover above TRY 250 million, or if the target company's global turnover exceeds TRY 3 billion and at least one party's Turkish turnover exceeds TRY 250 million. Technology sector transactions may also be subject to special scrutiny. We assess filing requirements at the structuring stage of every deal.
What is the difference between a share purchase and an asset purchase in Türkiye?
In a share purchase, the buyer acquires the shares of the target company and inherits all its liabilities. In an asset purchase, the buyer acquires specified assets (and potentially specified liabilities) without acquiring the corporate shell. Asset purchases can offer cleaner liability management but require individual transfer of each asset, including contracts, IP, and real estate. We advise on the optimal structure for each deal, including the Turkish tax implications of each approach.
How are earn-outs structured in Turkish law M&A?
Earn-outs, contingent additional payments to the seller based on post-closing financial performance, are used in Turkish M&A but require careful drafting because Turkish law does not have a specific statutory framework for them. They are structured as contractual payment obligations tied to agreed performance metrics, with accounting definitions and dispute resolution mechanics specified in detail in the share purchase agreement.
What due diligence should a buyer conduct on a Turkish technology company?
A thorough buy-side diligence on a Turkish tech company covers corporate structure and cap table, IP ownership (including software ownership and employee IP assignment agreements), data protection compliance under KVKK, employment and ESOP arrangements, material contracts, pending litigation, and any sector-specific regulatory licences. Our diligence process produces a findings report with risk ratings and recommendations for deal structuring or renegotiation.
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