Preventive Law
and Risk Management

Corporate Legal Risk Inventory and Legal Due Diligence

• Legal review of the company’s activities, organization, contracts, employees, receivables, permits and dispute structure
• Identification of existing, probable and recurring risks
• Prioritization of risks by impact, likelihood, time and need for intervention
• Checking critical contracts, company resolutions, authorization documents and internal regulations
• Creation of an inventory of lawsuits, enforcement proceedings, administrative reviews and sanctions
• Identification of missing documents, conflicting practices and gaps in authority
• Preparation of a legal action plan containing corrective steps, responsible units and target dates
• Production of clear legal risk reports and decision notes for management

A legal risk review does not consist merely of listing disputes experienced in the past. Determining which process or document deficiency caused the same problem to recur, and building a workable correction plan, is a core part of preventive work.

Ongoing Corporate Law Advisory and Outsourced Legal Department Support

• Providing regular legal opinions for day-to-day commercial and corporate transactions
• Pre-signature review of contracts, offers, orders, protocols, undertakings and correspondence
• Coordination with the management, finance, human resources, sales, procurement and operations units
• Classification of legal requests by level of importance and urgency
• Building institutional memory through a responsible attorney and a file system
• Subjecting high-impact transactions to multi-perspective legal review
• Central tracking of ongoing dispute, lawsuit and enforcement files
• Regular status reports and legislative-change briefings

Where the company has no in-house legal unit, the service can be carried out through an outsourced legal department model whose scope is set in writing. In companies with an in-house legal unit, a second opinion, periodic capacity or support for high-risk transactions can be provided in specific areas.

Company Structure, Shareholder Relations and Corporate Governance

• Legal review of the company type, articles of association and shareholding structure
• Shareholders’ agreements, share transfers and arrangements on entering or leaving the company
• Preparation or review of resolutions of the general assembly, board of directors and board of managers
• Establishing representation and binding-signature authority, signature arrangements, internal directives and authority matrices
• Capital increase or reduction, change of company type, merger, demerger and liquidation transactions
• Review of the decisions and processes that affect the liability of managers and shareholders
• Arrangements aimed at preventing disputes among shareholders over information, dividends, management, competition and exit
• Checking consistency between trade registry records and the company’s internal decisions and practices

The technical application of company decisions in commercial books, accounting records or tax calculations is the responsibility of the relevant professionals. Legal advisory focuses on the authority, decision, contract, registration and liability consequences of the transaction and, where necessary, is carried out in coordination with the financial adviser (mali müşavir) or the independent auditor.

Family Companies, Institutionalization and Continuity Planning

• Legal contribution to shareholders’ and family constitution work that regulates the relationship between the family and the company
• Determining rules on management, representation, dividend distribution, employment, share transfers and exit
• Planning generational transition, inheritance, share ownership and management continuity together
• Contractual arrangements on pre-emption, purchase, sale, drag-along and tag-along rights
• Solution mechanisms against deadlock and failure to reach decisions among shareholders
• Documenting loan, security, immovable property and service relationships with family members
• Authority and continuity plan in the event of the loss, departure or incapacity of a key person
• Coordination of family, inheritance, company and tax advisers

Contract Life Cycle and Management of Commercial Relationships

• Preparing sales, service, work, supply, distributorship, dealership, agency, consultancy, software, license, lease and cooperation contracts
• Risk-focused review of contracts and general terms and conditions presented by the counterparty
• Arranging provisions on payment, delivery, acceptance, warranty, security, liability, contractual penalty, force majeure and termination
• Assessing confidentiality, trade secret, personal data, intellectual property and non-compete provisions
• Preparing the negotiation strategy and taking part in contract negotiations
• Preparing amendment protocols, supplementary contracts, waivers, releases, settlements and termination documents
• Setting up a contract system to track renewal, notice, price adjustment, performance and termination dates
• Legal review of electronic contracts, secure electronic signatures and digital transaction processes

The aim of contract management is not merely to prepare a good text. Who in the company will approve the contract, how obligations will be monitored, how changes will be recorded and which evidence will be preserved in the event of a breach must also be planned together.

Legal Safeguards in Sales, Supply, Distribution and Customer Processes

• Legal control of offer, order, delivery, acceptance and invoicing flows
• Regulating relationships with dealers, distributors, suppliers, contractors and subcontractors
• Reducing risks arising from unauthorized commitments, oral orders and missing documents
• Warranty, defect, return, service level and after-sales liability processes
• Assessing exclusivity, territory, customer, resale and non-compete provisions
• Consumer transactions, distance contracts and commercial electronic message processes
• Legal control of campaigns, promotions, labels, prices and commercial practices
• Establishing a correspondence, record and evidence system in case of a commercial dispute

Commercial terms cannot be used in the same way in every contract. The company’s position in the market, the nature of the counterparty, whether the transaction is directed at consumers and its impact on competition law must also be assessed separately.

Management of Commercial Receivables, Security and Collection Risk

• Assessing customer acceptance, credit limits and payment terms from a legal risk perspective
• Reviewing the structure of current accounts, invoices, delivery documents, checks, promissory notes, suretyship, guarantees and security
• Assessing pledge, mortgage, letter of guarantee, assignment of receivables and retention of title options
• Staged notification and formal notice (ihtar) process for receivables approaching or past their due date
• Preparing payment plans, acknowledgments of debt, restructuring and settlement documents
• Examining precautionary attachment or interim injunction options according to the debtor’s assets and transaction risk
• Coordinating enforcement proceedings, litigation, mediation and collection processes
• Receivables aging lists and file-by-file collection reporting

The legal security of collection is built, more often than not, not after the debt is overdue but at the offer, delivery, acceptance, invoice and security stages. The validity and enforceability of the chosen security should be assessed according to the specific transaction structure.

Employment Law, Human Resources and Employee Processes

• Fixed-term or indefinite-term employment contracts, job descriptions and supplementary protocols
• Arrangements on wages, bonuses, fringe benefits, working time, overtime, leave and remote work
• Personnel files, internal regulations, ethics rules and disciplinary procedures
• Performance evaluations, defenses, records, warnings and termination documents
• Hiring, change of duties, transfer of the workplace (işyeri devri), organizational change and departure processes
• Employee provisions on confidentiality, trade secrets, non-competition and intellectual products
• Legal management of allegations of mobbing, discrimination, harassment, conflict of interest and internal reporting
• Legal coordination in processes involving subcontracting employers (alt işveren), service procurement, foreign employees and occupational health and safety
• Assessing the risks of work accidents, occupational diseases, reinstatement, employee claims, mediation and litigation

Before a dismissal decision is made, as well as the reason for termination, how the process is documented, the defense and notification requirements, the principle of equal treatment and the personal data rules should also be examined. Not every employment relationship and type of termination is subject to the same procedure.

Regulatory Compliance, Ethics Rules and Internal Policies

• Mapping the legislation and regulatory obligations applicable to the company’s field of activity
• Preparing codes of ethics, conflict-of-interest, gift and hospitality, and authority and approval policies
• Sector-specific review of the risks of combating bribery and corruption, proceeds of crime and suspicious transactions
• Assessing sales, purchasing, distribution, pricing and employee practices in line with competition law
• Establishing a whistleblowing and reporting channel, internal investigation and anti-retaliation rules
• Risk-based arrangement of third-party, supplier and business-associate acceptance processes
• Putting compliance documents into practice, with a training and record system
• Monitoring the impact of legislative changes on business processes and contracts

Compliance work does not consist of adapting standard policy texts taken from the internet to the company. The policy needs to be adopted by the competent body, announced to employees, applied, violations recorded and, when necessary, updated.

Training, Legislative Monitoring and Corporate Awareness

• Applied legal training for managers and employees linked to their duties
• Training on contracts, employment law, personal data, competition, ethics and trade secrets
• Short notes explaining the effect of sector legislation changes on the company
• Reflecting new regulations in contracts, policies and workflows
• Scenario exercises derived from real company processes that contain no personal data
• Organizing training attendance, policy delivery and internal communication records
• Legal compliance onboarding content for new managers and employees
• Periodic checklists and unit-based reminders

Protection of Personal Data, KVKK and GDPR Compliance Processes

• Identifying personal data processing activities, data categories and parties
• Data processing inventory, privacy notice, retention and destruction arrangements, and internal policy work
• Determining the appropriate legal processing condition for each activity; using explicit consent only where it is necessary
• Reviewing employee, customer, supplier, visitor, camera, call center, email and digital marketing processes
• Preparing the contract provisions of data processors and data controllers
• Assessing domestic and cross-border data transfer processes under current legislation
• Data subject applications, correspondence with the Authority, breach notifications and administrative sanction processes
• Legal control of website cookies, contact forms and marketing permissions
• GDPR assessment in transactions that fall within the extraterritorial scope of the European Union General Data Protection Regulation

It is not the right approach under KVKK compliance to obtain explicit consent for every data processing activity. The processing condition, purpose, data minimization, retention period, transfer and security measures must be determined for each activity concerned.

Cyber Incidents, Digital Transactions and the Use of Artificial Intelligence

• Legal assessment of cyberattacks, data leaks, digital fraud and unauthorized access incidents
• Preservation of evidence, notification obligations and a plan for communication with the relevant institutions
• Software, cloud, hosting, platform and technology procurement contracts
• Employee privacy in company systems, email, devices and remote work practices
• Confidentiality, data, intellectual property and liability rules for the use of artificial intelligence tools
• Reviewing contracts and data flows with artificial intelligence service providers
• Setting the principles of human oversight, verification and recording in automated decision processes
• Legal coordination with technical experts, digital forensics experts and cybersecurity teams

The firm does not carry out technical cybersecurity testing or software audits. Technical detection of the incident is carried out by the relevant experts; the legal work focuses on the evidence, notification, contract, liability and dispute consequences.

Legal Due Diligence in Investment, Merger and Acquisition Transactions

• Legal due diligence in share or asset acquisitions
• Reviewing company records, authorities, contracts, employees, permits, lawsuits, intellectual property rights and immovable property
• Reflecting the identified risks in the transaction value, security, closing conditions and liability provisions
• Confidentiality agreements, letters of intent, share transfer agreements and shareholders’ agreements
• Conditions precedent to closing, representations and warranties, indemnification, non-compete and closing arrangements
• Assessing company law and the necessary competition clearances in mergers and acquisitions
• Registration, notification and compliance steps at and after closing
• Coordination of local and foreign advisers in files involving a foreign investor or a cross-border transaction

Legal due diligence does not replace financial, tax, technical or independent audits. Depending on the nature of the transaction, these workstreams must be carried out in parallel with the relevant experts.

Foreign-Owned Companies and Cross-Border Transactions

• Company formation, branch or liaison office, and corporate structure transactions in Türkiye
• Legal processes concerning foreign shareholders, managers, employees and representation authority
• Reviewing bilingual or multilingual contracts together with their effects under Turkish law
• Provisions on governing law, competent court, arbitration, notification and enforcement of decisions
• Data transfer abroad, intellectual property rights, distribution and international commercial relationships
• Assessing foreign investment legislation and sector permits
• Coordination with foreign legal advisers, notaries, translators and technical experts
• Follow-up of lawsuits, enforcement, administrative applications and corporate transactions in Türkiye

In transactions with a foreign connection, merely translating a contract is not enough. The mandatory provisions of Turkish law, expert opinions on tax and financial consequences, the dispute resolution mechanism and the enforceability of the decision must be assessed together.

Public Authorities, Licenses, Permits and Administrative Sanctions

• Legal review of the license, authorization, permit, conformity and renewal processes required for the activity
• Applications to municipalities, ministries, the trade registry, professional bodies and regulatory authorities
• Preparing documents and processes before administrative inspections and reviews
• Preparing replies to records, defenses, and information and document requests
• Legal review of administrative fines, suspension of activity, license cancellation and other sanctions
• Options for objection, administrative application, stay of execution and annulment action
• Transaction-based legal support in public procurement, incentives or sector permits
• Central recording and time-limit tracking of official notices and notifications

Time limits for applications and lawsuits against administrative acts are often short and special in nature. When an official notification or inspection record reaches the company, legal review should not be delayed.

Protection of Trademarks, Intellectual Property, Trade Secrets and Digital Assets

• Inventory of the trade name, trademarks, designs, domain names and other intellectual assets
• Preparing registration, license, assignment, use and confidentiality agreements
• Regulating ownership of rights in intellectual products created with employees, suppliers and business associates
• Legal protection of trade secrets, formulas, methods, customer portfolios and data sets
• Pre-transaction review of the risk of infringement of trademarks, domain names, content or designs
• Evidence preservation, formal notice, negotiation and interim protection options in an alleged infringement
• Applications addressing infringements on the internet, social media, platforms and marketplaces
• Assessing publications and unfair competition acts that have legal consequences for corporate reputation

Real Estate, Lease, Construction and Project Risks

• Review of the title deed, encumbrances (takyidat), zoning, permits and contracts before purchase or lease
• Contracts for offices, stores, warehouses, factories, hotels and other commercial immovable property
• Construction, work, construction-for-land-share, contractor and subcontractor contracts
• Arranging delivery, acceptance, defect, delay, security, contractual penalty and termination mechanisms
• Preventing disputes over rent increases, adjustment, eviction, dues, common areas and use
• Legal assessment of project permits, municipal procedures and administrative sanctions
• Reflecting technical reports, valuations and site inspections in the legal file
• Coordination of technical, financial and legal teams in real estate investment and project processes

Internal Investigations, Allegations of Irregularity and Crisis Management

• Determining the legal framework of allegations of irregularity, fraud, conflict of interest, harassment or information leaks within the company
• Preparing the investigation plan, allocation of duties, confidentiality and document-retention instructions
• Assessing email, camera, device and employee data within proportionality and personal data rules
• Managing interviews, records, defenses and the chain of evidence in a lawful manner
• Examining liability options concerning managers, employees, suppliers or third parties
• Assessing employment law, criminal law, compensation, insurance and notification consequences together
• Plan for urgent communication, authority, evidence preservation and management of external stakeholders
• Corrective policy, contract and process recommendations following the investigation

An internal investigation should not be conducted on a presumption of guilt. Personality rights, private life, employment-law safeguards, data protection rules and the reliability of evidence must be considered together.

Preventing Disputes, Negotiation and Pre-Litigation Preparation

• Early-stage assessment of the likelihood of a dispute with its legal and commercial effects
• Identifying time-limit, notice and evidence needs that could lead to loss of rights
• Preparing formal notices, replies, meeting minutes, reservations of rights and default documents
• Developing a commercial negotiation, settlement and mediation strategy
• Assessing the effect of mandatory mediation or an arbitration clause on the file
• Interim protection routes such as interim injunction, precautionary attachment and preservation of evidence
• Analysis of claims, counterclaims, proof and collectability before litigation or enforcement proceedings
• Conducting litigation, arbitration, legal remedies and implementation of the decision

Preventive law does not mean that a lawsuit will not be filed when necessary. The aim is for the company, when a dispute arises, to have a file system that documents its rights, protects time limits and keeps solution options open.

Preventive Legal Advisory for Individuals

• Pre-signature review of significant contracts, investments, immovable property purchase and sale, and security transactions
• Assessing powers of attorney, suretyship, guarantees, acknowledgments of debt, settlements and waivers
• Legal planning of matrimonial property regime agreements, the family residence and family assets
• Wills, inheritance contracts and co-ownership options in inheritance and asset planning
• Protective measures concerning personal data, digital accounts, name, reputation and intellectual property rights
• Assessment of applicable law in personal and asset transactions connected with a foreign country

Work for individuals is not a commitment to prevent every dispute that may arise in the future. The aim is for the person to see, before the transaction, the consequences of the document they will sign, the obligation they will assume and the legal instruments they can choose.

On whose behalf advice is given is determined at the outset. The company’s interest and the personal interest of a shareholder or manager may conflict; representation and information sharing are assessed on that basis. Where necessary, separate legal representation is required.

The scope can be determined on the basis of the existing records and the list of missing items; however, missing documents may limit the reliability of the opinion or the ability to reach some conclusions. Missing information is not filled in by assumption; the limits of the review and the next document need are explained.

A scope can be created for a specific project, a second opinion, periodic workload or coordination of different areas of law. The duties, contacts and reporting arrangements are determined together with the existing team. Scope of ongoing advisory.

These texts can help in initial work; they do not automatically verify the company’s authority structure, actual practice and specific legal conditions. The basis of the output should be reviewed; trade secrets and personal data should not be transferred to unauthorized tools.