Corporate / M&A

Companies, shareholders, and managers face complex and continuously changing challenges in corporate law. In addition to that, strategic questions that significantly influence the future of companies must be addressed: restructuring, corporate actions, international expansion, compliance, and corporate governance are just a few of the key issues.

GEMS SCHINDHELM provides sustainable solutions that are legally certain and economically viable. Advice to companies operating in Turkey, both domestically and foreign-owned, extends from corporate law issues in day-to-day business to supporting domestic and cross-border transactions to restructuring advice. Our team in Corporate Law and Mergers & Acquisitions (M&A) receives support from our lawyers in other areas such as labour law, antitrust and competition law, and real estate law, as well as litigation. That’s how we offer you holistic advice.

Consultancy Needs in Corporate Law

Legal advice in corporate law will help you create a legally certain foundation for your company and help you avoid pitfalls. Additionally, legal advice will help you assess the tax implications of your corporate structure in coordination with tax advisers. Specifically, our lawyers can support you with the following challenges in the area of Corporate Law / M&A:

• When establishing stock corporations and business partnerships, including choice of legal form
• With questions about corporate governance and in the design of corporate and syndicate contracts or shareholder agreements
• When implementing corporate actions or changes at the shareholder level such as corporate succession planning
• When planning and implementing restructuring measures of all kinds, up to and including restructuring in a crisis situation
• When preparing and assisting in holding shareholder meetings and annual general meetings
• When resolving conflicts before the commercial courts in connection with disputes relating to corporate law 

Consultancy Needs for Transactions or Mergers and Acquisitions

Corporate acquisitions, mergers, takeovers, and joint ventures pose significant challenges for all involved. Our sound legal advice first ensures that the economic objectives of all parties are understood. On that basis, you will receive support in implementing sustainable, legally certain solutions. Professional advice in the following areas is one of our core competencies:

• When developing an acquisition strategy or investment strategy 
• During the Due Diligence Review Phase
• When creating and negotiating transaction contracts
• With the integration and related harmonization of processes, systems, and cultures
• When resolving legal conflicts that may arise during or after a transaction

Corporate Law and M&A in Turkey

The GEMS SCHINDHELM team accompanies its clients through every stage of corporate law matters and M&A transactions. Having in mind a holistic consultation, we act efficiently in teams together with experts from the adjacent departments and participating countries: interdisciplinary and international (international M&A).

Corporate Law

Our legal experts advise shareholder-owned companies as well as international corporations. We guide our clients through all company phases.

Advice in the start-up phase:

• Advice when selecting the legal form
• Drafting clear and precise company and syndicate agreements and/or shareholder agreements
• Advice in connection with notification and approval requirements under public law for planned business activity

General corporate law advice

• Legal advice on the implementation of corporate governance, in particular the drafting of rules of procedure for managing directors, management boards, supervisory boards, and advisory boards
• Legal advice on capital increases, capital reductions and intra-group capital measures
• Preparing and assisting in holding shareholder meetings and annual general meetings

Conflict resolution / corporate litigation

• Conflict resolution between shareholders or between shareholders and corporate bodies, including challenging of resolutions 

M&A

Mergers and acquisitions processes are highly complex processes that touch on different legal issues. The success of a transaction requires legal advice from an interdisciplinary team that considers and coordinates the legal foundations from all participating countries.

Preparation phase and legal protection

• Advice on the selection and creation of framework conditions for company takeovers or mergers (including management buy-outs and financing transactions)
• Structuring of the transaction, preparation and negotiation of agreements made in advance in the form of a Term Sheet, Letter of Intent, Memorandum of Understanding, and Non-Disclosure Agreement (NDA)
• Preparation, coordination, and execution of legal due diligence reviews, guiding transactions, and establishment of acquisition vehicles
• Drafting and negotiation of the contracts and ancillary documents required for the transaction

Post-closing and integration management

• Post-closing services including restructuring after acquisition or sale, corporate services, post-merger integration, notification and publication obligations
• Legal advice on the establishment of joint ventures and the drafting of joint venture agreements
• Support in structured disposal processes

Regulatory compliance and enforcement of claims

• M&A transactions in crisis situations and insolvency, restructurings
• Enforcement of warranty and damage claims arising from company and share acquisitions
• Merger control filings with the Turkish Competition Authority (merger clearance)

General information on company acquisitions can be found on the Company Acquisitions in Türkiye page.