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CORPORATE TRANSACTIONS · FROM STRATEGY TO CLOSING

Mergers and Acquisitions

Make legal risks visible before the transaction in company acquisitions, share and asset transfers, and intra-group restructurings. Let us plan the legal due diligence, contract negotiation, approvals and closing process together.

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STRATEGY · DUE DILIGENCE · CONTRACTS · CLOSING

See the Whole Transaction,
Prioritize the Risks

Mergers and acquisitions work is not limited to preparing the purchase agreement. The transaction structure, the target company’s liabilities, approvals and closing conditions are assessed together. The scope is defined to suit your needs as a buyer, seller or investor.

Your Transaction Goal Determines the Legal Roadmap

BUYER AND INVESTOR

What are you acquiring?

The target company’s assets, debts, permits and contracts are reviewed. The findings are reflected in the price, security and closing conditions.

SELLER AND SHAREHOLDERS

Are you ready to sell?

Company records and the data room are organized. Gaps, matters to be disclosed and post-sale liabilities are identified.

GROUP OF COMPANIES

How will you change the structure?

Merger, demerger, business-line separation and intra-group transfer options are reviewed. A corporate transaction and a debt restructuring are addressed separately.

How Is a Merger and Acquisition Process Conducted?

  1. Structure and scope

    The transaction goal, parties, model, confidentiality and work timetable are determined.

  2. Due diligence and risk

    Documents are reviewed; significant risks, gaps and remediation steps are reported.

  3. Negotiation and approval

    Price, liability, security and conditions precedent to closing are arranged; approvals are followed up.

  4. Closing and follow-up

    Transfer and payment are coordinated; registry procedures and subsequent undertakings are monitored.

The outputs of the work are clarified from the outset.

Depending on the agreed scope, a legal due diligence report, a risk and remediation list, a contract set and a closing checklist may be prepared. Tax, financial and technical reviews are coordinated with the relevant specialists. The fee, delivery timetable and scope of post-transaction follow-up are determined separately.

Preparation Checklist for the First Consultation

At the first stage, you can begin with the basic information sufficient to understand the transaction, rather than a detailed data room.

Information to share first

  • The parties, the target company and your role in the discussion.
  • The share, asset, merger or restructuring goal.
  • The countries, sector and current stage of the transaction.
  • Whether there is a letter of intent, an offer or a draft.
  • Planned signing and closing dates; known urgent risks.

Frequently Asked Questions About Mergers and Acquisitions

What is the difference between a share transfer and an asset transfer?

In a share transfer, the shareholding structure of the company changes; in an asset transfer, ownership of specified assets or business elements changes. The consequences differ with respect to debts, employees, permits, tax and third-party consents.

Does legal due diligence reveal all risks?

No. The due diligence is limited to the records accessed, the information provided and the agreed scope. Missing information and remaining risks should be stated separately in the report and addressed together with the price, security and liability provisions.

Can legal due diligence also be carried out for the seller?

Yes. A seller-side review helps assess the document order and significant gaps before the transaction. The findings can be reflected in a remediation plan and in the disclosures to be made to the buyer.

Does signing the agreement mean the transaction is complete?

Not always. Between signing and closing, permits, approvals or other conditions precedent may need to be completed. The moment at which transfer and payment take place should be determined in the agreement.

Is Competition Board (Rekabet Kurulu) approval required for every acquisition?

No. The nature of the transaction, change of control, turnover and special rules are assessed together. Because of the 2026 amendments, old threshold lists should not be used. Sector-specific approvals are checked separately.

Is restructuring only the postponement of debts?

No. Mergers, demergers, separation of activities and intra-group transfers can be part of corporate restructuring. Financial debt restructuring and routes relating to financial distress are assessed separately.

How should I share transaction information in the first communication?

Stating the parties, the type of transaction and the general goal may be sufficient. Once conflicts of interest and the scope of the service have been assessed, the confidentiality, data room and access arrangements are decided.

How are the service fee and the duration of the transaction determined?

The number of companies, the sector, the volume of documents, the countries, the scope of the review, and the need for negotiation and approvals are assessed. A fixed closing timeline or the outcome of an approval is not guaranteed; the scope and fee are clarified in writing.

Antalya-Based Transactions with a Connection to Türkiye

Founded in Kemer on March 18, 1999, Güneş & Güneş Law Firm assesses transactions in Türkiye’s 81 provinces according to the nature of the matter, subject-matter and territorial jurisdiction, and representation requirements. Our physical headquarters has been in Antalya since 2007.

In cross-border transactions, work under Turkish law can be conducted in coordination with foreign law and matters requiring specialist expertise.

Languages of communication: Turkish, English, German and Russian.

Related sectors

Legal Basis

Depending on the nature of the request, the Turkish Commercial Code and the relevant special provisions apply together.

LEGAL ASSESSMENT SPECIFIC TO YOUR TRANSACTION

Start your transaction with the right questions.

You can request a consultation by stating the type of transaction, the stage you are at and your target timetable.

Request a Consultation

This content is general information. It does not replace a review of the specific file. Submitting an inquiry alone does not create an attorney–client relationship and does not stop statutory time limits.