Transaction Strategy and Restructuring in Mergers and Acquisitions

The Legal Success of a Transaction Does Not Depend on the Transfer Agreement Alone

A merger and acquisition transaction is not limited to the delivery of a share certificate or a contract. The economic purpose of the transaction must be turned into an enforceable legal structure within company law, contracts, financing, competition, employees, personal data, intellectual property, permits, real estate, tax consequences, disputes and sector-specific rules.

For the buyer, the key question is not only “which shares or assets am I acquiring?” The liabilities, security, lawsuits, permits, employees, data assets, technology rights, related-party transactions and contractual obligations of the target structure that may affect future cash flow must also be understood. For the seller, the process is a matter of preparing the company for the transaction, making disclosures in a controlled manner, protecting the sale value from unnecessary uncertainty, and limiting the liability that will continue after closing in a measured way.

Transaction documents are not prepared in isolation either. The exclusivity and timetable accepted in the letter of intent, the risk disclosed in the data room, the price mechanism, the closing condition, the representations and warranties, the indemnification regime, the security and the post-transaction obligation are all parts of the same allocation of risk. A matter identified in legal due diligence may, depending on the case, lead to a price reduction, a specific indemnity, a condition precedent to closing, a seller disclosure, escrow, insurance, restructuring or a decision to withdraw from the transaction.

Depending on whether it acts for the buyer, seller, investor, founding shareholder or target company, Güneş & Güneş Law Firm determines the transaction strategy, combines the legal due diligence and the contract negotiation on the same risk map, and aims for the closing to be not merely signed but implemented in corporate and regulatory terms.

Share Transfer, Asset Transfer, Merger and Investment Are Not the Same Transaction

Transaction model	Principal element transferred	Legal continuity and liability	Main review points
Share transfer	The existing shares of the target company	As a rule, the company’s legal entity, contracts, assets and liabilities continue in the same structure; the buyer assumes the company’s economic risk	Share ownership, rights over the shares, transfer restrictions, company debts, change-of-control provisions, permits and financing
Asset or business transfer	Selected assets, contracts, a business or a line of activity	Which element passes is determined item by item; the statutory succession and liability provisions are reviewed separately	Form of transfer, counterparty consent, employees, debts, permits, real estate, tax and the integrity of the business
Statutory merger	Acquisition of one company by another, or formation of a new company	Assets pass by universal succession under the procedure set out in the law; the rules on shareholder and creditor protection apply	Merger agreement and report, financial statements, review, general assembly, registration, creditors and, where applicable, capital markets rules
Capital increase and minority investment	Issuance of new shares, or investment alongside existing shares	The company may obtain funds; management and minority rights are set out in the investment agreement and the shareholders’ agreement	Valuation logic, dilution, preferences, veto, information rights, exit, share transfer and subsequent financings
Joint venture	Joint control or cooperation in a new or existing structure	The parties’ management, financing, technology and exit relationships are regulated for the long term	Control, full-functionality, decision quorums, deadlock, non-compete, information flow, financing and termination
Demerger or restructuring	Parts of the assets, affiliates or lines of activity	The result varies depending on whether a statutory demerger or a contractual transfer is used	Separability, transfer of employees and contracts, creditors, permits, balance sheet and registration steps

Share transfer
Principal element transferred
The existing shares of the target company
Legal continuity and liability
As a rule, the company’s legal entity, contracts, assets and liabilities continue in the same structure; the buyer assumes the company’s economic risk
Main review points
Share ownership, rights over the shares, transfer restrictions, company debts, change-of-control provisions, permits and financing
Asset or business transfer
Principal element transferred
Selected assets, contracts, a business or a line of activity
Legal continuity and liability
Which element passes is determined item by item; the statutory succession and liability provisions are reviewed separately
Main review points
Form of transfer, counterparty consent, employees, debts, permits, real estate, tax and the integrity of the business
Statutory merger
Principal element transferred
Acquisition of one company by another, or formation of a new company
Legal continuity and liability
Assets pass by universal succession under the procedure set out in the law; the rules on shareholder and creditor protection apply
Main review points
Merger agreement and report, financial statements, review, general assembly, registration, creditors and, where applicable, capital markets rules
Capital increase and minority investment
Principal element transferred
Issuance of new shares, or investment alongside existing shares
Legal continuity and liability
The company may obtain funds; management and minority rights are set out in the investment agreement and the shareholders’ agreement
Main review points
Valuation logic, dilution, preferences, veto, information rights, exit, share transfer and subsequent financings
Joint venture
Principal element transferred
Joint control or cooperation in a new or existing structure
Legal continuity and liability
The parties’ management, financing, technology and exit relationships are regulated for the long term
Main review points
Control, full-functionality, decision quorums, deadlock, non-compete, information flow, financing and termination
Demerger or restructuring
Principal element transferred
Parts of the assets, affiliates or lines of activity
Legal continuity and liability
The result varies depending on whether a statutory demerger or a contractual transfer is used
Main review points
Separability, transfer of employees and contracts, creditors, permits, balance sheet and registration steps

The transaction model should not be chosen on the basis of tax or short-term cost alone. The transferability of the target’s permits, the change-of-control provisions in contracts, the debt and security structure, the transfer of employees, competition clearance, financing conditions and the seller’s liability cap also shape the structure. The same economic purpose may lead, in a share transfer and in an asset transfer, to different third-party consents, different closing documents and a different allocation of risk.

Transaction Strategy and Structuring

The buyer’s or seller’s commercial objective, the target asset, the expectation of control, financing, the timetable, the existing ownership structure and regulatory limits are assessed. The options of share transfer, asset or business transfer, capital increase, merger, demerger, joint venture or a hybrid structure are compared with their legal consequences.

The structuring memo sets out the corporate steps, the parties, the closing chain, the approvals, the third-party consents, the transfer of employees and contracts, and the post-transaction structure. Tax, financial, valuation and technical consequences are addressed together with the opinions of the relevant specialists.

Preparing the Buyer and Seller Side for the Transaction

On the buyer side, the investment thesis, risk appetite, decision-making authorities, financing conditions, scope of legal due diligence and offer limits are determined. On the seller side, corporate records, share ownership, management resolutions, significant contracts, disputes and permit files are reviewed before the transaction.

The preparation work is not intended to conceal legal problems in order to create a marketing text. The aim is to remedy the deficiencies identified in a lawful manner, to set up the data room consistently, and to give verifiable answers to the buyer’s questions.

Review of the Transaction Structure, Capital and Financial Assistance

Who will pay the purchase price, from which source and in which order; the buyer special purpose vehicle, the capital and shareholder debt, the use of the target’s resources, the security package and the post-closing debt structure are reviewed. The limitations on the company providing financing for the acquisition of its own shares or for acquisition by a third party are assessed in the specific structure.

The conditions, defaults, representations and closing times of the financing documents and of the share transfer agreement are aligned. The unlawful use of the target’s assets for the buyer’s financing before closing is prevented.

Joint Ventures, Investments and Special Types of Transactions

Shareholders’ Agreements and Joint Ventures

The structure of the management body, veto and reserved matters, the business plan, financing, dividends, information and audit rights, share transfer restrictions, right of pre-emption, tag-along, drag-along, options, deadlock and termination are regulated.

The enforceability of contractual rights within company law and the articles of association is taken into account. The independence of the joint venture, its nature under competition law and the information flow between the parties are also reviewed separately.

Venture Capital, Private Equity and Minority Investments

In seed, serial investment, growth capital, private equity and strategic minority investments, the investment agreement, shareholders’ agreement, preferences, liquidation preference, anti-dilution, founder obligations, employee option plan, subsequent round and exit provisions are prepared.

The investor’s protective rights are balanced against the company’s freedom of day-to-day management. The veto list, change of control and the consequences for merger control are assessed separately.

Acquisitions of Distressed Companies and Assets

For targets with over-indebtedness, inability to pay, composition with creditors (konkordato), enforcement proceedings, sale of pledged assets, restructuring or going-concern risk, the speed of the transaction is balanced against legal protection. The avoidance of dispositions, the liability of managers, the ranking schedule, employee and public debts, the continuity of permits and the essential contracts are reviewed.

Contractual protections in ordinary times may not produce the same result in an insolvency transaction. The method of transfer, court or creditor approval, the use of the price and the finality of closing are determined in the specific process. The details are addressed on the Composition with Creditors and Restructuring of Company Debts Law page.

Cross-Border Transactions and Foreign Investment Coordination

In transactions in which companies, assets, employees, data, permits or financing are located in more than one country, the division of tasks, the applicable law, the language of documents, the opinion format, time zones and the closing chain are determined. Foreign-law matters are handled with lawyers authorized to practice in the relevant country.

The acquisition of companies in Türkiye by foreign investors is reviewed in the specific transaction in terms of sector-specific limitations in addition to the general investment regime, acquisition of real estate, security permits, competition control, E-TUYS notifications, tax and beneficial owner obligations.

Stages of the Merger and Acquisition Process

Stage	Core legal work	Main decision or output
1. Strategy and structure	Map of the purpose, parties, shares or assets, control, approvals and financing	Structuring memo and transaction timetable
2. Confidentiality and preliminary documents	Non-disclosure agreement, offer, letter of intent, exclusivity	Negotiation framework and separation of binding provisions
3. Legal due diligence	Data room, information requests, management meetings, official records	Red flag or full report and open issues
4. Price and allocation of risk	Price mechanism, representations, indemnities, security	Negotiating position and contract risk matrix
5. Definitive transaction documents	Share/asset transfer agreement, disclosure letter, ancillary agreements	Contract set ready for signing
6. Approvals and conditions precedent	Competition, sector, corporate body, bank and third-party consents	Confirmation to proceed to closing
7. Signing and closing	Authority, payment, transfer, registration, appointments and deliverables	Closing minutes and completed transfer
8. Post-transaction	Registration, integration, remediation, claims and time-limit monitoring	Post-closing action record

1. Strategy and structure
Core legal work
Map of the purpose, parties, shares or assets, control, approvals and financing
Main decision or output
Structuring memo and transaction timetable
2. Confidentiality and preliminary documents
Core legal work
Non-disclosure agreement, offer, letter of intent, exclusivity
Main decision or output
Negotiation framework and separation of binding provisions
3. Legal due diligence
Core legal work
Data room, information requests, management meetings, official records
Main decision or output
Red flag or full report and open issues
4. Price and allocation of risk
Core legal work
Price mechanism, representations, indemnities, security
Main decision or output
Negotiating position and contract risk matrix
5. Definitive transaction documents
Core legal work
Share/asset transfer agreement, disclosure letter, ancillary agreements
Main decision or output
Contract set ready for signing
6. Approvals and conditions precedent
Core legal work
Competition, sector, corporate body, bank and third-party consents
Main decision or output
Confirmation to proceed to closing
7. Signing and closing
Core legal work
Authority, payment, transfer, registration, appointments and deliverables
Main decision or output
Closing minutes and completed transfer
8. Post-transaction
Core legal work
Registration, integration, remediation, claims and time-limit monitoring
Main decision or output
Post-closing action record

In not every transaction do signing and closing take place on separate days. If no permit or approval is required, simultaneous closing may be possible. On the other hand, the signing of a binding contract may not mean that the shares or assets pass at the same time. The timetable must be built according to the legal effect of the contract.

Frequently Asked Questions

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

In a share transfer, the target company continues to exist as the same legal entity with its liabilities; the share ownership changes. In an asset transfer, the assets, debts and contracts to be transferred are determined, and the conditions for the transfer of each element are reviewed. The consequences for liability, employees, permits and tax differ.

Does the person who acquires the shares personally assume all of the company’s debts?

In a share transfer, the debtor of the company’s debts is, as a rule, still the legal entity of the company; the buyer does not become personally liable for every debt merely because of being a shareholder. However, the company’s economic value and the buyer’s investment are affected by past debts; in addition, a guarantee given by the buyer or other special obligations may have separate consequences.

Can a foreign investor buy a company in Türkiye?

In general, the direct foreign investment regime adopts the principle of equal treatment; however, regulated sectors, real estate, security, competition and notification obligations may apply in the specific transaction. A general approval should not be given without seeing the investor’s country, the target sector and the asset structure.

Is a single contract sufficient in a cross-border transaction?

Not always. Local contracts and corporate documents may be required for the transfer of shares, assets, employees, permits or real estate in different countries. The priority between the main agreement and the local closing documents, and the resolution of conflicts, are regulated.

Mergers and acquisitions main page