Mergers and acquisitions (M&A) represent a fundamental legal mechanism for business restructuring, growth, and foreign investment in Turkey. These transactions allow companies to consolidate operations, expand into new markets, transfer technology, or exit from legacy structures. Whether structured as a share purchase, asset transfer, or full legal merger, each M&A deal must comply with Turkish corporate law, competition rules, and—in some cases—foreign investment regulations.
At ER&GUN&ER Law Firm, we assist both Turkish and international clients with all phases of M&A transactions. Our team of English speaking Turkish lawyers provides legal support during deal structuring, due diligence, regulatory clearance, share purchase agreement negotiation, and post-transaction integration. Recognized as a best lawyer firm in Turkey for corporate advisory, we ensure that each transaction is optimized for legal certainty, commercial viability, and compliance efficiency. As a full-service Turkish Law Firm, we manage both domestic and cross-border acquisitions involving complex equity structures and multiple legal systems.
What Is a Merger or Acquisition Under Turkish Law?
Under the Turkish Commercial Code (Law No. 6102), a merger (birleşme) is defined as the legal combination of two or more companies into one surviving entity. This can occur through full absorption or the creation of a new company. An acquisition (devralma), on the other hand, typically refers to the purchase of shares, assets, or business units of another company—without necessarily dissolving the target entity. Both types of transactions require contractual precision, stakeholder consent, and regulatory compliance.
Our Turkish Law Firm advises on the pros and cons of each structure depending on the strategic goals of the parties. As a best lawyer firm in Turkey, we provide insight into tax impact, labor obligations, license transferability, and post-closing operational continuity. We also help foreign clients navigate translation, notarization, and cross-border document authentication procedures under Turkish law.
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Key Legal Steps in M&A Transactions
A successful M&A deal in Turkey involves more than signing a purchase agreement. From a legal perspective, the transaction should follow a structured sequence of steps including:
- Initial Letter of Intent (LOI) or Memorandum of Understanding (MoU)
- Comprehensive legal due diligence on the target entity
- Preparation of Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA)
- Execution and notarization of share transfer documents
- Notification to Trade Registry and tax authorities
- Merger registration and public disclosure (if applicable)
Our English speaking Turkish lawyers provide bilingual contract drafting and legal analysis for foreign clients unfamiliar with Turkish corporate law. Our firm is regularly retained as a best lawyer firm in Turkey for high-value mergers, private equity deals, and startup acquisitions. With deep knowledge of sector-specific licensing regimes, we also guide clients through Ministry of Trade and sectoral regulator approval processes.
Do M&A Deals Require Notification to the Competition Authority?
In certain cases, mergers and acquisitions in Turkey must be reported to the Turkish Competition Authority (Rekabet Kurumu) for review and clearance. This is especially true for transactions exceeding financial thresholds set by the legislation. As of 2025, if the total turnover of the involved parties exceeds ₺750 million TL globally, and at least one party’s turnover in Turkey exceeds ₺250 million TL, the transaction becomes notifiable and must receive pre-closing approval.
Our Turkish Law Firm prepares and submits merger control notifications, manages responses to authority inquiries, and ensures that transactions are not delayed due to procedural errors. We have successfully advised multinational clients and private equity investors in multi-jurisdictional filings. As a best lawyer firm in Turkey, we maintain ongoing dialogue with competition officials and monitor decision precedents that affect client strategies.
Also read: how to structure shareholding control to avoid management conflicts post-merger
Share Purchase vs. Asset Purchase: Legal and Strategic Differences
Foreign investors must carefully select between a share purchase and an asset purchase model. In a share purchase, the buyer assumes the entire company—its assets, liabilities, employees, and contracts. In contrast, an asset purchase allows the buyer to selectively acquire only certain assets or business lines, leaving unwanted liabilities behind.
Our English speaking Turkish lawyers assess risk allocation, tax impact, and regulatory considerations to advise on the optimal structure. Share deals are generally faster but riskier; asset deals offer precision but require individual transfer of contracts and licenses. As a full-scope Turkish Law Firm, we draft comprehensive warranties, indemnities, and closing conditions tailored to either route.
Employment, Tax and Contractual Considerations in M&A
M&A transactions also raise important secondary implications under Turkish law. Buyers must be prepared to handle:
- Employee transfer or redundancy obligations under Labor Law
- Tax structuring and potential VAT or capital gains exposure
- Successor liability for pending court cases or contractual breaches
- Continuity of license, lease, supply, and customer contracts
We perform due diligence on labor claims, pending litigation, and regulatory risks, helping clients quantify hidden liabilities. As a best lawyer firm in Turkey for M&A, our goal is not only to close deals—but to ensure that acquired entities are truly clean and operational. Our English speaking Turkish lawyers coordinate with accountants, auditors, and business teams to deliver legally viable integration plans post-acquisition.
See related: tax residency and corporate structuring impact on acquisitions
Judicial Guidance from Yargıtay on M&A Disputes
The Turkish Court of Cassation (Yargıtay) has issued numerous decisions clarifying the enforceability of M&A contracts, liability for pre-acquisition debts, and interpretation of share transfer clauses. In particular, courts have upheld that warranties and representations in Share Purchase Agreements must be explicit and unambiguous. In cases of dispute, the burden of proof rests heavily on the party alleging misrepresentation or breach.
At ER&GUN&ER Law Firm, we structure contracts using real-world precedents and provide litigation support for post-M&A conflicts. As a recognized best lawyer firm in Turkey, our team anticipates legal friction points and includes safeguards within contract language. Whether representing sellers or buyers, our English speaking Turkish lawyers protect client interests across the full M&A lifecycle.
Frequently Asked Questions (FAQs)
- Are foreign investors allowed to buy companies in Turkey? Yes. There are no general restrictions, but sector-specific approvals may apply.
- Do mergers require Competition Authority approval? Only if turnover thresholds are met. We handle notifications and follow-ups.
- Can I buy only part of a Turkish business? Yes. Asset sales allow you to acquire selected parts of a business without full share transfer.
- Is due diligence mandatory? Not legally, but highly recommended to uncover financial and legal risks.
- Do I need to be in Turkey to buy a company? No. Transactions can be completed through a power of attorney.
- Can employees block the merger? Not directly, but labor obligations and transfer rules must be followed.
- What are typical legal costs for M&A in Turkey? Depends on transaction size. Our Turkish Law Firm offers fixed-fee or hourly packages.
Trust a Turkish Law Firm to Guide Your M&A Transaction
Mergers and acquisitions in Turkey offer lucrative opportunities, but they are legally intensive processes that require expert planning, precise execution, and post-closing compliance. Whether you're acquiring a Turkish business or merging subsidiaries, you need advisors who understand every nuance of corporate, tax, labor, and competition law.
At ER&GUN&ER Law Firm, our team of English speaking Turkish lawyers delivers seamless legal support from due diligence to final registration. As a trusted best lawyer firm in Turkey for M&A transactions, we align legal frameworks with your strategic goals and ensure every document, timeline, and negotiation step is handled with care.