Our M&A practice combines local execution strength with cross-border deal experience: mergers, acquisitions, joint ventures, corporate restructurings, private equity and venture transactions, demergers, and fund-related work.
We act on both buy-side and sell-side, negotiate between private equity funds, venture investors, and companies, and produce the documents that move a deal forward: from offer structuring and private offering documents to tax and securities considerations.
Our M&A service includes, among others:
- Mergers and acquisitions
- Joint ventures and strategic alliances
- Corporate counseling and governance
- Pre-transaction restructuring
- Post-transaction support
What we take on in a transaction
In an acquisition our work starts at the letter-of-intent or term-sheet stage, where the confidentiality agreement, exclusivity and the first shape of the price mechanism are set. Legal due diligence follows: the target’s contracts, share ledger, employment and intellectual-property position, data-protection compliance and pending disputes are reviewed, and the findings are carried into the price and the indemnity structure.
The share purchase agreement, representations and warranties, indemnity caps, closing conditions and post-closing arrangements are drafted on those findings. Where required, Turkish Competition Board filings, sector approvals and foreign-investment notifications are built into the transaction timetable. When we act for sellers, the focus shifts to protecting founders’ and early investors’ exit terms, earn-out and escrow mechanics and post-closing obligations; that work has its own home in our sell-side representation practice.
How an acquisition runs in Türkiye
- Letter of intent. Price range, structure, exclusivity and confidentiality are set here. Its commercial terms rarely bind, but the definitive documents seldom move far from it, so it is the cheapest point at which to negotiate.
- Due diligence. Corporate records and the share ledger, material contracts and their change-of-control clauses, employment and IP ownership, KVKK compliance, tax and disputes. Findings go into the price, specific indemnities and the conditions to closing (tax due diligence, data-protection due diligence).
- Structure. Most private deals are share deals. A business or asset transfer moves only what the buyer chooses, but it carries statutory liabilities of its own (see the questions below).
- Share purchase agreement. Price mechanism (locked box or completion accounts), representations and warranties, specific indemnities, caps and thresholds, escrow or holdback, earn-out, seller non-compete and the conditions to closing. Turkish law’s default seller-liability rules fit a share sale poorly, so the agreement sets its own claims regime: what counts as a breach, notice periods, caps and how long claims survive.
- Approvals. Competition Board clearance where the thresholds below are met, regulator approval for share transfers in licensed businesses such as crypto-asset service providers, and foreign-investment reporting where the buyer is foreign. A notifiable deal cannot close before clearance.
- Closing. Payment and escrow funding, the share transfer (in an anonim şirket, transfer of the shares and entry in the share ledger; in a limited company, a written transfer agreement with notarised signatures, general assembly approval and registration; Turkish Commercial Code, Arts. 490, 499 and 595), board changes and post-closing filings.
Merger control: when the Competition Board has to clear the deal
Since Communiqué No. 2026/2 (Official Gazette of 11 February 2026, No. 33165), a transaction that brings a lasting change of control must be notified if (a) the parties’ combined Turkish turnover exceeds TRY 3 billion and at least two parties each have Turkish turnover above TRY 1 billion, or (b) the target’s Turkish turnover (in a merger, at least one party’s) exceeds TRY 1 billion and at least one other party has worldwide turnover above TRY 9 billion. Where the target is a technology undertaking established in Türkiye (digital platforms, software and game software, fintech, biotechnology, pharmacology, agrochemicals or health technologies), its TRY 1 billion threshold is applied as TRY 250 million. Turnover is counted at group level; deal value does not matter. More in Turkey’s New Merger-Control Thresholds.
Questions clients ask us
Does a small technology acquisition need Competition Board approval?
It can. If the target is a technology undertaking established in Türkiye, its threshold drops from TRY 1 billion to TRY 250 million, and the buyer’s whole group counts towards the other thresholds. A notifiable deal that closes without clearance is not legally valid and exposes the parties to administrative fines, and it tends to resurface as a red flag in the buyer’s next financing. The threshold check takes a few hours and belongs before signing.
Share deal or asset deal?
In a share deal the company changes hands with all its history, which is why diligence and the indemnity package matter. In a transfer of a business with its assets and liabilities, the buyer becomes liable for the business’s debts once it notifies the creditors or announces the transfer, and the seller remains jointly liable for two years (Turkish Code of Obligations, Art. 202). Employment contracts pass to the buyer, and seller and buyer are jointly liable for employee claims that arose before the transfer (Labour Law No. 4857, Art. 6).
What protects the buyer if a problem surfaces after closing?
The representations and warranties, a specific indemnity for every known diligence finding, and money held back to pay claims through an escrow or holdback. Caps, thresholds and claim periods decide how much of that protection is real, so they are negotiated as carefully as the price. In larger deals, warranty and indemnity insurance can take the place of part of the escrow.
Why do earn-outs end in disputes, and how is that avoided?
Because the buyer runs the business that produces the earn-out metric. Disputes are avoided by defining the metric and the accounting rules precisely, agreeing what the buyer may and may not do with the business during the earn-out period, and giving a fast expert route for disagreements over the numbers (Half the Deal Is Signed at Closing).
What happens to employee options and founder vesting in an acquisition?
It depends on the plan and the vesting terms. Single-trigger acceleration vests on the sale itself; double-trigger acceleration needs the sale and a termination without cause. Buyers usually want key people tied in after closing, so unvested equity is often rolled into the buyer’s plan or replaced with a retention package (Double-Trigger Acceleration).
Can a company buy back shares from its investors?
Within limits. An anonim şirket may acquire its own shares only up to one tenth of its capital, under a general assembly authorisation given for at most five years, and only if its net assets after paying the price still cover its capital and non-distributable reserves (Turkish Commercial Code, Art. 379). Larger repurchases are usually done by the founders or another shareholder buying directly, or through a capital reduction (Share Buybacks and Controlled Secondaries).
Selected work
Exits, repurchases and secondary transactions from our published deal list (full list on our Transactions page):
- PulpoAR on its acquisition by The Glimpse Group, a U.S. public company (case study)
- NuReply and its founder Onur Genes on the company’s exit in January 2024, after a seed round led by Boğaziçi Ventures with a concurrent secondary exit for early stakeholders
- Cosa and its founder Cem Gül on the repurchase of a 66.12% stake from Revo Capital, closed in August 2024
- Komün on a buyback from all of its existing shareholders, closed in November 2022
- Hop Health and Tiplay on secondary sales alongside their Series A and pre-Series A rounds
Reading
- When Startups Become Buyers: A Legal Guide to Acquiring Companies
- The Acqui-Hire: What It Means for Early-Stage Startups
- Preparing for Due Diligence: Building the Data Room with a Lawyer’s Eye
- Secondary Sales in Turkish Startups: Consents, Structure, Tax
- Who Gets Paid First at Exit: Liquidation Preference and Anti-Dilution
Sources. Law No. 6698 on the Protection of Personal Data (KVKK) and Turkish Commercial Code No. 6102. Statute links open the official consolidated Turkish texts on mevzuat.gov.tr.
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