Mergers and acquisitions (M&A) are common tools for corporate restructuring, market entry, expansion, and investment in Turkey. These transactions involve the combination or transfer of ownership, assets, or control between two or more business entities. However, M&A operations require strategic planning, legal expertise, and regulatory compliance—especially for foreign investors. Working with an experienced Turkish Law Firm is key to achieving a successful and legally protected transaction.
At ER&GUN&ER Law Firm, our English Speaking Turkish Lawyers advise domestic and international clients in merger, acquisition, and spin-off transactions across industries. Recognized as a best lawyer firm in Turkey for M&A advisory, we offer legal due diligence, regulatory filings, contractual structuring, and post-closing support.
Types of M&A Transactions in Turkey
- Merger: One or more companies fully integrate into another, either through absorption or consolidation
- Share Purchase: Acquisition of equity stakes in an existing company
- Asset Purchase: Sale of a business unit or tangible/intangible assets
- Joint Venture: Partial equity cooperation with shared ownership and control
- Spin-Off or Demerger: Dividing part of a company into a new legal entity
Our firm tailors each transaction to the industry, tax, and commercial goals of the client.
Legal Framework for M&A in Turkey
M&A activity in Turkey is primarily governed by:
- Turkish Commercial Code (TCC)
- Capital Markets Law (for public companies)
- Competition Law and Turkish Competition Authority (TCA)
- Tax Procedure Law and Corporate Tax Law
- Foreign Direct Investment Law
We ensure legal harmonization of all required frameworks during due diligence and contract drafting.
Key Phases in a Typical M&A Transaction
- Letter of Intent (LOI) and confidentiality agreement
- Legal, tax, and financial due diligence
- Valuation, structuring, and risk allocation planning
- Drafting and negotiating Share Purchase Agreement (SPA)
- Competition Authority clearance (if required)
- Execution of transfer and post-closing filings
Our contract lawyers draft enforceable bilingual SPA and shareholders’ agreements.
Due Diligence and Legal Risk Assessment
Our due diligence process includes review of:
- Corporate records and share ledgers
- Litigation, debt, and legal liabilities
- Employment and IP obligations
- Contractual risks and exclusivity breaches
- Regulatory permits and compliance violations
We report findings with risk categories and offer pre-closing solutions where needed.
Foreign Investor Considerations
- No restriction on foreign ownership in most sectors
- Notification to Ministry of Trade and Central Bank post-closing
- Translation and notarization of foreign documents required
- Approval needed for regulated sectors (e.g., banking, insurance)
Our advisory team manages every step for non-resident investors via POA.
Common Challenges and Legal Strategies
- Unclear asset ownership or encumbrances
- Disputed employment or lease contracts
- Insufficient representations and warranties
- Ambiguity in payment structure or earn-out clauses
- Post-closing liability or tax exposure
We draft full warranty and indemnity clauses with arbitration or court jurisdiction tailored to client risk appetite.
Internal Resources You Should Explore
- Corporate Setup Before M&A
- Ongoing Legal Advisory for Investors
- Buying a Ready-Made Company
- Employment Risk During Share Transfers
Frequently Asked Questions (FAQs)
- How long does an M&A process take? Typically 30–90 days, depending on due diligence and approvals.
- Do I need Competition Authority approval? Required if combined turnover exceeds legal thresholds.
- Is POA sufficient for foreign investors? Yes. We manage full M&A transactions under POA.
- Can I buy a company with debt? Yes, but we perform due diligence and negotiate liability limits.
- Can agreements be bilingual? Absolutely. We prepare all documents in English and Turkish.
Contact Our Turkish Law Firm for M&A Legal Services
If you are considering a merger or acquisition in Turkey, contact ER&GUN&ER Law Firm. Our English Speaking Turkish Lawyers provide full-scope legal advisory, contract drafting, and regulatory support. As a best lawyer firm in Turkey for M&A transactions, we help you close deals efficiently and securely.