Insights and updates

From emerging regulation to deal mechanics, we write about the questions founders and investors actually ask — practical analysis you can put to work.

Travel Rule (Crypto)

The travel rule obliges crypto service providers to send originator and beneficiary information alongside transfers — FATF Recommendation 16 applied to VASPs, live in the EU via the TFR and in Turkish practice.

Withholding Tax (Stopaj)

Stopaj is tax withheld at source by the payer — on salaries, rent, professional fees, dividends and cross-border service payments. Where startups meet it and where they get it wrong.

R&D Incentives (Law No. 5746)

Law 5746 gives R&D and design centres an extra corporate-tax deduction, payroll withholding incentives and SGK premium support — the outside-the-zone twin of the technopark regime.

Technopark Tax Exemptions (Law No. 4691)

Law 4691 exempts software and R&D income earned inside technology development zones from corporate tax, with income-tax withholding incentives for R&D staff — Türkiye’s core startup tax package.

Notice Pay (İhbar Tazminatı)

İhbar tazminatı compensates the statutory notice period when employment ends without it — 2 to 8 weeks of gross pay depending on seniority, owed by whichever party skips notice.

Full Ratchet Anti-Dilution

Full ratchet reprices an investor’s entire stake to the new round’s lowest price — the harshest anti-dilution formula, and a red flag in modern term sheets.

Pay-to-Play

Pay-to-play forces existing investors to fund follow-on rounds or lose preferences — a down-round tool that separates supportive money from passive money.

Side Letter

A side letter grants one investor terms outside the main documents — common in funds and VC rounds, dangerous when it collides with MFN clauses and disclosure duties.

Disclosure Schedule

The disclosure schedule qualifies the seller’s warranties with listed exceptions — the document that actually allocates known risks in an M&A or VC deal.

Completion Accounts

Completion accounts adjust the purchase price to the target’s actual cash, debt and working capital at closing — the flexible, dispute-prone alternative to a locked box.