At Yeditepe Entrepreneurship Summit ’23 (30 April 2023), held with the support of main sponsor Akbank, Vircon Legal Managing Partner and Clemta CEO Erdem Mümtaz Hacıpaşaoğlu joined as a speaker.
What a buyer is actually buying
An exit is where every earlier shortcut is priced. A buyer is not acquiring a product but a set of transferable rights: the IP assignments, the customer contracts and whether they survive a change of control, the employment arrangements, and a share register that matches the company’s own resolutions. Anything unclear does not stop the deal — it moves into the price, the escrow or the indemnity.
The mechanics follow from that. The seller gives representations, the exceptions are disclosed, and fundamental representations on title and capitalisation carry longer survival and higher caps than the rest. Price rarely stays fixed: completion accounts adjust it after closing, and a sandbagging clause decides what happens when the buyer already knew. Where the deal is structured as a statutory merger, the process is prescribed rather than negotiated. See Mergers & Acquisitions and Sell-Side Startup Representation.
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