PRACTICES
Mergers & Acquisitions
We provide comprehensive legal advice to Turkish and foreign investors conducting business in Turkey including public and private companies, private equity houses, financial sponsors, venture capitals, company boards and financial advisors.
We design each project by taking into consideration the legal, regulatory and cultural environment and combine technical quality with pragmatic and deal-oriented approaches focused on the successful fulfillment of our clients’ goals. We have taken a leading role in several local and cross-border mergers and acquisitions including corporate finance, corporate reorganizations, corporate restructurings, joint ventures, mergers, privatizations, share acquisitions and sales, stock, asset and business acquisitions & sales and takeovers. We regularly assist our clients starting from the early stages of a transaction through to the closing phase including the obtainment of competition, tax and other regulatory approvals.
Corporate Governance and Board Advisory:
We offer top tier services to our clients on corporate governance issues for all types of corporations including listed companies, financial institutions, institutional investors, board committees, directors and others. We regularly counsel senior management, boards of directors and board committees on the full range of their fiduciary duties and corporate governance issues that companies are confronted with, including:
• Board structure and composition
• Election, duties and representation of board members including independent board members
• Risk identification and management
• Development of appropriate governance documents, policies and procedures including articles of association and internal directives
• Advice on voting and other governance rights of shareholders
• Conflict of interest and related party transactions
• Contested takeovers and takeover defense
• Compliance with laws and regulations
• Shareholder governance proposals
Retainer Services:
Our corporate retainer services include extensive in-house experience and cover all aspects of daily management of a company throughout its business cycle. We provide integrated services to companies conducting business in Turkey where we support them on all day-to-day legal matters including the implementation and adaptation of legal frameworks tailored to their individual needs
We offer cost-effective and efficient services to our retainer clients on all kinds of issues that they encounter as part of their regular business operations including, but not limited to, the establishment of new company vehicles, bookkeeping, performing required legal procedures before governmental authorities, organization of board, general assembly and any other statutory meetings and assistance on operational commercial agreements such as sales, employment, lease, or franchise arrangements.
Employment:
We offer an extensive range of services to our clients on employment, compensation and benefits issues operating in all kinds of sectors including financial services, energy, manufacturing, retail, technology and telecommunications.
Our client-base includes all types of corporations including Turkish and multinational entities, start-ups, family business companies and financial institutions. Our employment team works closely with our clients to provide them with efficient and solution-oriented assistance on their employment challenges and objectives. Our extensive knowledge and experience on Turkish employment law allows us to manage complex issue and to tailor our advice to our clients’ needs. Our employment practice covers:
• Employment and labor advice and counseling
• Employment contracts, handbooks and policies
• Executive employment and severance agreements
• Employment and labor solutions
• Wrongful termination and unfair dismissal
• Benefits and compensation
• Pensions issues
• Human resources advice and counseling
• Internal corporate investigations
• Occupational health and security issues
• Data privacy or data protection
• Internal corporate investigations
• Dispute resolution (litigation, alternative dispute resolution and mediation)
GDPR / Intellectual Property:
We are closely monitoring the developments regarding intellectual property rights as issues relating to intellectual property and data protection are becoming more relevant and important each day. We offer practical guidance to start-ups, Turkish public institutions and private companies and global corporations.
Our team often works with colleagues from other practice areas and provides legal assistance in relation to commercial, franchising, agency, sponsorship and licensing agreements, creation, acquisition, protection of intellectual property assets, copyrights, advertising, e-commerce and e-payments, IP contracts and licensing, patents, trademarks, technology procurement and development and intellectual property / data protection investigations, assessments and litigation.
Project and Infrastructure Finance:
Our project finance practice group regularly advises developers, investors, sponsors, private equities, debtors and creditors - including local and international investment and commercial banks, multilateral and local financial institutions, ECAs, IFIs - in a broad range of transactional matters by providing fully-integrated services on all aspects of a project including development, financing, construction and operation. Our team is well-equipped to tackle complex matters and handle all kinds of project finance transactions across multiple sectors and industries including power, renewable energy, transportation, healthcare, water and social infrastructure.
Our team is experienced in providing advice on both the legal and commercial aspects of large-scale and sophisticated project finance structures including loan agreements, security packages, joint venture agreements, project and concession agreements, relations with governmental authorities and any other local law matters.
We design each project by taking into consideration the legal, regulatory and cultural environment in which the relevant parties operate in and the specific needs of our clients. All of this is combined to provide our clients with the most effective and innovative approach to their business matters. We regularly collaborate with advisors, market players and leading international law firms located in other countries to best manage matters which involve multiple jurisdictions.
Acquisition Finance:
Many clients, sponsors and investors seek advice on acquisition financings involving senior, mezzanine and subordinated debts to leverage their M&A transactions. Although financial assistance rules under Turkish law can be complex and cause difficulties, we have been privileged to represent and establish strong links with major market players including investment and commercial banks, private equity houses, investors, sponsors and debtors.
Our team has a long-standing experience in privatizations, leveraged and acquisition financings, refinancing, restructurings, private and public to private acquisitions and post-IPO financings. The depth of our experience that has been gained over the years includes a variety of products such as senior, mezzanine, subordinated debt and bridge financings. Our strong experience allows us to swiftly understand, tailor and solve key issues revolving around commercial matters with an aim to effectively achieve our client's objectives.
Structured Finance and Securitization:
Our structured finance practice group advises on structured bond transactions including asset-backed securities, covered bonds, project bonds, receivables financings, loan portfolio sales, structured credit and financial products.
Our team represents issuers, sponsors, investment banks as underwriters and structuring advisors, asset managers, credit enhancers, liquidity providers, funds and other market participants in a broad-based finance and securitization practice in Turkish market and often work closely together with leading international law firms located in other countries on cross-border structured finance transactions.
Islamic Finance:
We regularly advise corporations, private and public banks, sponsors, export credit agencies, investment funds, and other investors on Shari’ah-compliant transactions ranging from project finance, syndications, real estate finance, debt capital markets and asset finance. We have worked on numerous high-profile Shariah-compliant transactions and have gained extensive knowledge and experience on financial principles of Islamic law, Turkish legal framework governing Islamic finance, structuring of Islamic finance transactions in line with Turkish law, in particular Murabaha, Mudarabah, Istisna’a, Ijarah and Sukuk.
Our team has structured some of the most complex and innovative Islamic finance transactions and have worked alongside many different advisers, international law firms and Shari'a committees. We have taken a major role in developing the first dual tranche structure consisting of Islamic and conventional project financing for the construction of an integrated healthcare facility which was selected as the Project Finance Deal of the Year 2017 awarded by Bonds & Loans Awards Turkey and which was subsequently used for the structuring of several other projects.
Fin-Tech:
Our client base includes early-stage start-ups, emerging growth companies, established financial institutions, banks and venture capital funds. We closely monitor the latest trends in fintech with an aim to address more than just the legal background and to focus on data privacy, financial services regulations, payment services, e-commerce and internet services, technology development and other investments such as venture capitals, private equity and debt financing.
Our strong relations with governmental authorities, regulators, banks, funds, service providers and other market players allow us to understand and efficiently advise on the issues that affect every aspect of the fintech environment. We provide local legal services to our clients from daily corporate matters to more complicated legal issues in order to efficiently structure their business plans.
Corporate Finance:
We are an accomplished team with strong experience and reputation in the Turkish market. Our team advises on an extended range of local and cross-border lending transactions on behalf of leading commercial and investment banks, borrowers, institutional investors, corporations, sponsors and funds. We provide high quality services with a focus on syndicated loans, club loans, bilateral loans, ECA backed facilities, private banking financings, bridge financings and IPO facilities.
We tailor our services, taking into account our knowledge of regulatory environment and market practice in Turkey, with the intention of reaching the best solution to match our clients’ business needs. We regularly collaborate with advisors, market players and leading international law firms located in other countries to manage matters which involve different jurisdictions.
Banking:
Banking and financial sectors are heavily regulated, and our team is well-equipped to offer regulatory services for all necessary interactions with the relevant administrations including the Banking Regulation and Supervision Agency and the Capital Markets Board. Our bank regulatory practice group advises reputable financial institutions, banks and regulators in relation to regulatory issues that financial institutions in Turkey are faced with and provides comprehensive services on local laws and regulations in connection with banking and stock exchange matters.
Our team of lawyers, who have been active in the Turkish financial market for over a decade, have strong links with private and public banks, key regulatory bodies and financial regulators in Turkey. Through these relationships, our team has established an excellent reputation among regulators with an approach to leverage the quality of our services.
Our real estate practice spans across all areas of the real estate sector including mergers and acquisitions of public and private real estate companies, sales and acquisitions of portfolios and individual assets, financing, real estate development, leasing of residential and commercial properties, joint ventures and partnerships.
We provide market-leading services where real estate is at the center of the transaction and regularly advise developers, creditors and investors in real estate projects including shopping malls and international hotel chains on a variety of matters such as acquisitions and dispositions of single assets, portfolios and non-performing loans, complex debt restructurings, workouts, joint ventures, real estate private equity fund formations and advisory related matters, mortgage and mezzanine financing transactions, construction contracts including engineering, procurement and construction (EPC) agreements.
We offer clients flexible and efficient solutions to their problems and assist them both on commercial and legal landscapes regarding all their construction-related legal needs.
Our litigation team which consists of experts in the conduct of litigation and alternative dispute resolution (ADR) / mediation represents our clients in both local and cross-border disputes.
We take a strategic approach and primarily assess our clients’ risks in order to minimize exposures and avoid disputes. In most cases, ADR / mediation is an ideal solution to avoid judicial proceedings. Our litigation team that consists of licensed mediators can assist with multiparty mediation or help clients to negotiate settlements. In cases where disputes arise, we focus on the issues that matter to clients and assist them in order to pursue the best available options with a view to minimize legal costs and maximize prospects for a successful outcome along the entire process.
We represent our clients in commercial disputes, employment disputes, banking regulatory and finance disputes, energy, transport, and infrastructure disputes, fraud, white collar and corporate crimes, real estate disputes, shareholder disputes, technology disputes and restructuring & insolvency matters.
We have extensive experience in the management and coordination of foreign law co-counsels where the subject dispute is multi-jurisdictional in nature.