The Period Between Signing and Closing and the Ordinary Course of Business
Seller undertakings are regulated so that the target continues its ordinary operations, and for significant contracts, debt, investments, distributions, employees, litigation, dividends and related-party transactions. The buyer’s approval rights are not set up so broadly that they would remove the target’s independent commercial decisions or create premature control without a permit.
Material adverse change provisions are not left to the general concept of economic fluctuation alone. Transaction-specific thresholds, exceptions, notification, remedy and termination consequences are determined.
Conditions Precedent to Closing, Third-Party Consents and Permits
Competition clearance, sector authority approval, a resolution of a shareholder or company body, bank and counterparty consents, restructuring, release of security, permit procedures and other conditions precedent to closing are written with the responsible party and the long-stop date.
Whether a condition precedent will be pursued only with “reasonable efforts” or with an obligation to achieve a specific result, who bears burdensome authority conditions, the long-stop date and the consequences of termination are regulated. Statutory permits that cannot be waived are not removed by the will of the parties.
Coordination of Competition Law Merger Control
Whether the transaction creates a lasting change in control, the parties’ turnovers, the nature of a technology undertaking, the full-functionality of a joint venture and the connection to Türkiye are assessed with the competition law team. A transaction subject to notification is not taken to closing and actual implementation without Competition Board approval.
Current turnover thresholds, the notification form, the clearance process, early implementation and competitive effects analysis are the main scope of the Competition Law, Competition Authority Investigations and Merger Control page. Threshold amounts are not repeated on this page; the correct link to the transaction timetable is established.
Transactions of Publicly Held Companies
In mergers, demergers, share transfers and changes of control in which at least one of the parties is publicly held, the capital markets legislation, public disclosure, material transaction, appraisal right, related party, valuation and tender offer rules are reviewed.
In publicly held companies, obtaining management control may give rise to a mandatory tender offer obligation. The announcement text under the Communiqué on Mergers and Demergers (Birleşme ve Bölünme Tebliği) and the applications to the Capital Markets Board (Sermaye Piyasası Kurulu) are included in the transaction timetable.
Frequently Asked Questions
What is a condition precedent to closing?
It is a permit, approval, restructuring, release of security or other event that must occur before the transfer is completed. By whom and with what level of effort the condition will be fulfilled, the deadline and the consequence of its non-occurrence must be written in the contract.
Is every merger and acquisition notified to the Competition Board?
No. Conditions such as a lasting change in control and the turnover thresholds in force are reviewed. The notification analysis should be done before the transaction is signed; the current thresholds and the technology undertaking regime should be verified from the relevant competition law page.
Does taking control of a publicly held company give rise to a tender offer?
Acquiring management control directly or indirectly may give rise to a mandatory tender offer obligation under the regulations of the Capital Markets Board. Exemption, price and application conditions are reviewed in the specific transaction.
Do permits pass to the buyer automatically?
Not always. Some permits continue in the company’s legal entity; some require approval or notification upon a change of control; and some cannot be transferred and must be obtained again. The type of permit and the sector-specific regulation are reviewed separately.