Mergers, Acquisitions and Restructuring
Company mergers, acquisitions, demergers, conversions and transfers of businesses change a company’s legal structure fundamentally and affect many areas at once, such as competition, employment, tax and contract law. We run merger and acquisition processes together with negotiation and risk assessment, and carry out transfers of businesses and conversions of company type.
What are mergers, acquisitions and restructuring?
A merger is the combination of two or more companies into a single company; in a merger, one company may absorb another or a new company may be formed. An acquisition is the purchase of a company’s shares or assets by another company or investor. Alongside these, the Turkish Commercial Code also regulates demergers and conversions as forms of restructuring.
In an acquisition by share transfer, the company’s legal personality and all its rights and obligations remain as they are. In an asset or business transfer, only the elements transferred pass to the buyer; this difference is the most fundamental choice shaping the transaction’s risks and structure.
How is a business transferred?
A commercial business can be transferred as a whole, with its assets, liabilities, employees and contracts. The transfer is made by written agreement and registered with the trade registry. The transferee is jointly and severally liable with the transferor for the business’s debts for a certain period; special rules also apply to employee receivables and tax debts.
Scope
- Handling transfers of commercial businesses
- Running merger and acquisition processes, including negotiations and risk assessment
- Assessing mergers, acquisitions and restructuring in light of other areas of law and identifying possible risks
- Handling conversions of company type
How We Work
- Determining the purpose of the transaction and the most suitable structure: share transfer, asset transfer, merger or demerger
- Due diligence on the target company and reporting the risks
- Drafting and negotiating the letter of intent, the share or business transfer agreement and the merger agreement
- Managing related obligations such as Competition Board approval and the transfer of employees and contracts
- Completing general assembly resolutions, the call to creditors, registration and publication
Team
Zeynep Nur Çivicik
Partner
Dr. Deniz Okuyucu
Counsel
Buse Yüceer
Associate
Sercan Dolanbay
Associate - Trademark Attorney
Frequently Asked Questions
Is a share deal or an asset deal more suitable?
In a share deal, the buyer takes over the company with its entire history, including unknown debts; the transaction is simpler and contracts and licences usually stay with the company. In an asset deal, the buyer takes only the elements it chooses, but transferring contracts and licences may require the counterparties' consent. The choice is made by weighing the risks, tax consequences and speed of the transaction together.
What happens to employees when a company is sold?
In a share deal, the employer does not change, so employment contracts continue unchanged. When a workplace or part of it is transferred, under the Labour Law the employment contracts pass to the transferee with all rights and obligations; the transferor and transferee are jointly liable for a certain period for debts that arose before the transfer and were due on the transfer date.
How long does it take to convert a limited liability company into a joint stock company?
A conversion consists of a conversion plan and report, an audit where required, a general assembly resolution and registration. Once the documents are ready, the process is usually completed within a few weeks; the company's legal personality, rights and obligations continue unchanged.
How are creditors protected in a merger?
Creditors of the merging companies have their claims secured if they request this within a certain period after the merger takes effect. Calling on the creditors of the participating companies by public notice is a statutory stage of the process.
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