In August 2025, as part of the APY TEKMER x BASEHUB Investment Program, our Managing Partner Erdem Mümtaz Hacıpaşaoğlu walked founders through investment processes from a legal perspective. The session went deep on convertible note and loan concepts, examined every version of Y Combinator‘s famous SAFE document, and addressed the most common mistakes.
The central thesis of the talk was clear: SAFE and convertible instruments are not just financial templates; they are jurisdiction-sensitive legal constructs that — if not designed carefully — can push founders into early-stage dilution and loss of control.
SAFE versions and Turkey’s legal infrastructure
Each SAFE version — pre-money, post-money, MFN, and discount — was discussed with practical scenarios. The session also covered which contract-law framework SAFE-like instruments map onto under Turkish law, and the correct usage paths from a tax and corporate-law perspective.
Convertible note vs. loan
The boundary between a convertible note and a traditional loan was discussed via interest rate, valuation cap, and conversion triggers. Common market mistakes — cap and discount working simultaneously, MFN clause scope, qualified financing threshold — were examined for their legal and operational consequences.
Other lawyers in the same program
Within the broader program, Şevki Özgür Altındaş (Aksan Law Firm) presented SHA strategy; Aylin Şahin (Igniters Tech Law), M. Okan Arıcan (Balcıoğlu Selçuk Ardıyok Keki Avukatlık Ortaklığı), and Alper Onar (BBO Legal) discussed the role of law in investment processes through applied examples.
Highlights from this program
- SAFE versions: Pre-money / post-money, MFN, discount
- Convertible note vs. loan: Where the boundary sits
- Turkish infrastructure: Contract law, tax, corporate law
- Common mistakes: Cap + discount combinations, qualified financing threshold
You can read Mümtaz’s LinkedIn post at this link.
