Mergers And Acquisitions In Turkey

Abstract

A Turkish acquisition is not only a negotiation about price. The legal form of the target, the selected transaction perimeter, historic liabilities, regulatory approvals, employee rights and the mechanics of transferring title all affect whether the buyer receives the business it expected. These issues become more pronounced when the buyer is foreign, the target is regulated or the transaction depends on financing and multi-jurisdictional closing steps.

This article explains the principal structuring choices for mergers and acquisitions in Turkey, including share and asset deals, due diligence, joint stock and limited company transfer rules, statutory mergers and demergers, the 2026 competition thresholds, sector approvals, risk allocation, employees, signing and closing. It also examines relevant Court of Cassation rulings and the practical questions a foreign investor should address when selecting Turkish M&A counsel.

Keywords: mergers and acquisitions in Turkey; Turkish M&A lawyer; share purchase agreement; asset deal; legal due diligence; Turkish Competition Authority; merger control 2026; foreign investment

Introduction

Turkish M&A law is a coordinated system rather than a single code. The Turkish Commercial Code governs companies, shares and reorganizations. The Turkish Code of Obligations governs the purchase agreement and many asset-transfer questions. Competition, employment, tax, data-protection, capital-markets and sector rules may add separate conditions. A transaction that is sound under the share purchase agreement can still fail at closing if one of those mandatory workstreams is treated as an afterthought.¹

Foreign investors are generally entitled to the same treatment as domestic investors under the Foreign Direct Investment Law. Turkey does not impose a universal foreign-investment approval for every acquisition. The practical qualifications are important: a notifiable concentration requires Competition Board authorization, regulated sectors can require prior permission, and real-estate or national-security rules may affect a foreign-controlled target.²

Experienced deal counsel therefore begins with a transaction map. That map should identify the target's legal form, direct and indirect ownership, the proposed acquisition perimeter, financing, regulatory status, required third-party consents, employee implications, tax structure, governing law, dispute forum and the sequence from signing to legal completion.

1. Choosing the Transaction Structure

1.1 Share Deal

In a share deal, the buyer acquires shares in the company that owns the business. The employer, contracting party, taxpayer and licence holder ordinarily remain the same legal person. This continuity often makes a share purchase the more efficient structure for an operating company, particularly where the business depends on numerous customer contracts, permits, employees, bank facilities or immovable assets.

Continuity is also the central risk. The buyer acquires control of the company together with its tax history, employee claims, litigation, compliance record, environmental exposure and contractual liabilities. A carefully drafted warranty package is useful, but it cannot substitute for investigation, pricing, security for claims and a realistic enforcement strategy.

1.2 Asset Deal

An asset deal allows the parties to define a perimeter that may include machinery, inventory, intellectual property, real estate, receivables, contracts and a business unit. It is often suitable for a carve-out or distressed acquisition. It is not correct, however, to assume that all historic liabilities remain with the seller. Article 202 of the Turkish Code of Obligations can transfer enterprise debts following the required notification or announcement, while the seller may remain jointly liable for a statutory period. Article 11(3) of the Turkish Commercial Code and asset-specific transfer rules must also be considered.³

Transfer mechanics are granular. A receivable may generally be assigned without the debtor's consent unless the law, contract or nature of the obligation provides otherwise. A debt assumption ordinarily requires creditor participation. A contractual position should be reviewed as a distinct transfer question. Real estate, vehicles, trademarks and regulated licences have their own registration or approval requirements.⁴

Employees add another mandatory layer. If the transaction constitutes a workplace or business-unit transfer, employment contracts can pass by operation of law with accrued rights. The transfer itself is not, by itself, a valid reason for termination, and the transferor and transferee may share liability for certain pre-transfer obligations.⁵

1.3 Practical Comparison

The correct structure is rarely decided by one factor. A buyer should compare tax cost, consent burden, regulatory timing, financing requirements, liability allocation, employee impact and the ability to integrate the business. The structure should be fixed before the term sheet becomes commercially difficult to change.

2. Due Diligence in a Turkish Acquisition

Due diligence should answer a transaction question, not merely produce a list of documents. The scope should reflect the buyer's risk tolerance, the target's sector, the proposed price mechanism and the remedies that will be available after closing. For a foreign buyer, the review should also identify which records exist only in Turkish, which public registries are conclusive and which matters depend on management disclosure.

2.1 Corporate Title and Governance

Share title. Reconcile the trade registry, articles of association, share ledger, share certificates, Central Registry Agency records where applicable and all historic capital changes.

Authority. Check board and general assembly minutes, representation authorities, electronic registry records and any shareholder arrangements or transfer restrictions.

Encumbrances. Identify pledges, usufruct rights, options, convertible instruments, privileged shares and commitments to issue or transfer equity.

Historic defects should be resolved before closing where possible. A representation that the seller owns the shares does not itself cure a defective prior transfer or create the corporate approval that the law requires.

2.2 Financial, Tax and Security Review

Tax due diligence should cover corporate income tax, VAT, withholding, stamp tax, transfer pricing, customs, social-security premiums, tax amnesties or restructurings and ongoing inspections. The buyer should distinguish an accounting provision from a legally supported assessment of exposure. Debt-like items, related-party balances, off-balance-sheet guarantees and change-of-control consequences in financing documents should feed directly into price and closing deliverables.

Security searches should extend beyond the balance sheet. Mortgages, movable pledges, commercial-enterprise pledges, bank account security, assignment of receivables, shareholder loans and guarantees may affect title, permitted distributions or the release steps required at closing.

2.3 Commercial, Regulatory and Compliance Review

Contracts. Review material customers, suppliers, distributors, leases and financing for assignment, exclusivity, termination and change-of-control provisions.

Licences. Confirm that licences are held by the correct entity, remain current and permit the activities actually conducted.

Disputes. Map current and threatened litigation, enforcement files, administrative investigations and settlement obligations.

Compliance. Test competition compliance, public-procurement exposure, anti-bribery controls, sanctions screening and books-and-records practices.

Intellectual property. Verify ownership, registration, employee-created rights, open-source software use and infringement risk.

A data room commonly contains employee, customer and counterparty information. Disclosure must comply with Law No. 6698, including rules on lawful processing, special categories, security and international transfers. Redaction, staged disclosure, clean teams and access logs may be appropriate. A confidentiality agreement does not by itself create a lawful data-processing basis.⁶

2.4 Employment, Real Estate and Environmental Matters

Employment diligence should quantify accrued severance exposure, unused leave, variable pay, restrictive covenants, senior-management arrangements, workplace accidents, union status, collective bargaining and social-security compliance. A plan to replace management after closing should be costed before the SPA is signed.

Real-estate review should compare title records, zoning, construction licences, occupancy permits, leases, mortgages and actual use. Environmental permits, waste obligations and contamination risk are transaction issues even where the target does not classify itself as an environmental business.

3. Share Transfer Mechanics under the Turkish Commercial Code

3.1 Joint Stock Companies

For a joint stock company, counsel must identify the legal character of the shares before drafting closing steps. Bearer and registered shares, certificated and uncertificated shares, listed securities and shares subject to contractual restrictions do not move through one universal method. Endorsement, delivery, notification, Central Registry Agency recording, board recognition and the share ledger may each be relevant. The articles of association and unpaid capital position must also be reviewed.⁷

The SPA should separate the contractual completion of the sale from the company-law acts that transfer or perfect title. Closing minutes should record the precise sequence, including payment, release of security, delivery or recording of shares, board changes, signature circulars and registry filings.

3.2 Limited Companies

A limited company share transfer is more formal. Article 595 requires a written transfer agreement with signatures notarized. Unless the articles of association provide otherwise, general assembly approval is required. If the general assembly does not reject the application within three months, approval is deemed given. The articles may prohibit transfer or provide different rules within the statutory framework.⁸

The parties should not postpone the corporate approvals and trade-registry package until the closing day. Powers of attorney, apostille or legalization, sworn translation, beneficial-ownership information and registry appointment requirements can become critical-path items for a foreign buyer.

3.3 Court of Cassation Guidance

The Court of Cassation has repeatedly treated the Article 595 form requirement as substantive. In its 2018 decision, the 11th Civil Chamber addressed a limited company share-transfer arrangement that did not satisfy the prescribed form and the resulting restitution consequences. The practical lesson is direct: payment and commercial intent do not replace a valid transfer instrument.⁹

In E. 2021/428, K. 2022/2613, the same Chamber examined the approval mechanism and the statutory rule under which approval is deemed given if the general assembly does not reject the application within three months. The case underlines the importance of proving when and how the approval request reached the company. The deal file should retain the application, receipt evidence, minutes, share-ledger entry and registry documents.¹⁰

These decisions do not turn corporate formalities into a box-ticking exercise. They demonstrate that share title, corporate consent and proof of notification can decide whether the buyer became a shareholder and what remedies remain if completion fails.

4. Statutory Mergers and Demergers

A statutory merger or demerger can move assets and liabilities through universal succession and may suit an intra-group reorganization, post-acquisition integration or business separation. The Turkish Commercial Code requires a structured process that can include an agreement or plan, management report, interim financial statements where required, inspection rights, corporate approvals, creditor protection, employee rules and trade-registry filings. Registration is central to legal effectiveness.¹¹

The transaction calendar must allow for mandatory information and protection periods. The parties should also test whether permits, financing arrangements or public contracts treat a statutory succession as requiring consent despite the corporate-law mechanism.

A restructuring described commercially as tax neutral is not automatically so. Articles 19 and 20 of the Corporate Tax Law prescribe conditions for qualifying transactions. Tax, accounting, carried losses, VAT, stamp tax and real-estate consequences should be confirmed for the specific steps before implementation.¹²

5. Turkish Merger Control in 2026

5.1 Mandatory and Suspensory Filing

A merger, acquisition of control or qualifying full-function joint venture may require prior authorization from the Turkish Competition Board if it creates a lasting change of control and the turnover thresholds are met. The filing analysis is mandatory law, not a contractual election. It should be completed before signing because it affects conditions precedent, long-stop dates, information covenants and risk allocation.¹³

5.2 Current Turnover Thresholds

The 2026 amendment increased the principal figures. A transaction is notifiable where the parties' aggregate Turkish turnover exceeds TRY 3 billion and the Turkish turnover of at least two transaction parties each exceeds TRY 1 billion. In an acquisition, the alternative limb applies where the Turkish turnover of the transferred business or assets exceeds TRY 1 billion and the worldwide turnover of at least one other transaction party exceeds TRY 9 billion. Corresponding rules apply to mergers.¹⁴

For qualifying technology undertakings established in Turkey, the special regime retains a TRY 250 million individual Turkish turnover figure in the relevant limb. The definition and territorial condition must be checked against the current Communique, not assumed from a broad description such as software company.

Turnover is calculated under specialized rules. Relevant undertakings, control groups, financial institutions, foreign currency conversion, joint ventures and transactions completed within a three-year period can change the result. Updated 2026 guidance confirms, among other points, that Turkish sales are included when worldwide turnover is calculated and explains aggregation and joint-venture issues.¹⁵

5.3 Timing, Gun Jumping and Substantive Review

A notifiable transaction must not be implemented before authorization. Early transfer of shares, decisive influence, commercially sensitive information or operational integration can create gun-jumping risk even where the SPA calls the formal closing a later date. The transaction documents should preserve ordinary-course operation without giving the buyer day-to-day control before clearance.¹⁶

The Board examines whether the transaction would significantly impede effective competition, including through the creation or strengthening of a dominant position. Market definition, market shares, closeness of competition, entry, buyer power, vertical effects, data and innovation may be relevant. A filing that appears simple from a turnover perspective can still require careful substantive preparation.

6. Foreign Investment and Sector Approvals

Turkey's general openness to foreign investment should not be confused with the absence of sector regulation. The first diligence request should list every licence, authorization, permit and concession held or used by the target, together with direct and indirect ownership information. The next question is whether signing, change of control, board composition or closing triggers notice or prior approval.

Financial services. Bank, financial institution, payment-services and electronic-money transactions require early analysis of shareholder suitability, qualifying holdings and regulatory permission.

Insurance. Insurance and pension businesses are subject to supervisory ownership and management rules.

Energy. Electricity, natural gas and petroleum-market licences can impose approval or notification requirements for direct and indirect ownership changes.

Capital markets. Listed companies, brokerage firms, portfolio managers and other capital-markets institutions are subject to Capital Markets Board rules, disclosure and mandatory-tender-offer analysis.

Restricted activities. Broadcasting, civil aviation, ports, maritime transport, defence and security-sensitive activities may impose Turkish ownership, management or licensing conditions.

Banking illustrates why threshold analysis must be precise. Article 18 of the Banking Law requires prior permission for acquisitions reaching specified percentages or conferring control, including certain indirect transactions. An SPA should not treat regulatory approval as a generic best-efforts covenant where the regulator will examine the buyer and its group in detail.¹⁷

Where the target owns real estate, Article 36 of the Land Registry Law may apply to a Turkish company with foreign capital in designated circumstances, particularly for property connected to the company's activities and in restricted zones. The share acquisition, the property's location and the target's business purpose should be assessed together.¹⁸

7. Transaction Documents and Risk Allocation

7.1 Process Documents

A disciplined transaction file typically includes a confidentiality agreement, process or bid letter, term sheet or letter of intent, exclusivity undertaking, due-diligence request list, SPA or asset purchase agreement, disclosure letter, shareholders' agreement if ownership continues, finance documents, escrow or retention arrangements and a detailed closing checklist. Each document should state which provisions are binding.

The term sheet should resolve the legal architecture that is expensive to renegotiate later: acquisition perimeter, enterprise-value bridge, locked-box or completion accounts, leakage, conditionality, regulatory risk, management equity, restrictive covenants, governing law and dispute forum.

7.2 Warranties, Indemnities and Disclosure

Warranties allocate information risk and support a damages claim if their contractual standard is not met. Specific indemnities address identified risks, commonly tax, litigation, regulatory non-compliance, environmental matters or a known customer dispute. Caps, baskets, de minimis thresholds, time limits, knowledge qualifiers, mitigation, third-party claims and exclusive-remedy clauses must work together under the chosen law.¹⁹

A disclosure letter should identify the warranty being qualified and disclose enough detail for the buyer to understand the nature and scope of the matter. A general statement that the data room is disclosed can create uncertainty. If broad data-room disclosure is agreed, the parties should preserve a dated, indexed and identical archive.

Warranty and indemnity insurance may support a clean exit or add recourse, but it is not a substitute for diligence. Exclusions, knowledge, tax matters, forward-looking statements, sanctions and the quality of the diligence reports affect coverage. The insurer should be engaged early enough to influence the process.

7.3 Purchase Price and Security

The price clause should define cash, debt, working capital, leakage, transaction expenses, accounting policies, foreign-exchange treatment and dispute resolution. A locked-box structure gives price certainty but requires leakage protection. Completion accounts allocate value by reference to closing financials but require a robust calculation and expert-determination mechanism.

Post-closing claims are only as valuable as the available recovery. Escrow, holdback, bank guarantee, parent guarantee, set-off rights and insurance should be assessed against the seller's expected asset position, tax treatment and enforcement forum.

8. Governing Law, Arbitration and Closing

The parties may generally choose a foreign law for contractual obligations in a cross-border SPA. That choice does not replace Turkish mandatory rules governing corporate title, notarial form, registry acts, property, employees, competition or regulated approvals. Local-law transfer documents and corporate resolutions should be coordinated with the main agreement.²⁰

Arbitration is frequently selected for confidentiality, expertise and cross-border enforceability. The clause should specify the institution or rules, seat, language, tribunal, interim-relief position, consolidation and interaction with any shareholders' agreement. Turkish courts may remain relevant for registry matters, interim measures, evidence, insolvency and enforcement.

Signing and closing should be treated as controlled legal processes. Conditions precedent need objective evidence and a waiver mechanism. The long-stop date should account for competition and sector review. Closing deliverables should be checked in draft, powers legalized and translated in advance, funds-flow instructions verified, and release documents placed in escrow where sequencing risk exists.

9. Post-Closing Integration

Legal completion is the beginning of ownership, not the end of the project. Immediate steps may include board and manager appointments, signature authorities, trade-registry filings, bank mandates, beneficial-ownership reporting, licence notifications, insurance, powers of attorney and control of statutory books and company seals.

Integration should preserve legal entities, privilege and evidence while the buyer implements group policies. Employment communications, information systems, data transfers, customer notices, procurement authority, related-party contracts, transfer pricing and cash repatriation should be sequenced. The buyer should also track warranty claims and indemnity notice periods from day one.

10. Selecting Turkish M&A Counsel as a Foreign Investor

A foreign investor should look beyond an English-language website. Counsel should be able to identify the legal workstreams, explain which issue can stop closing, coordinate tax and financial advisers, and convert Turkish registry or regulator requirements into a reliable international timetable. The team should have demonstrable experience with the target's company type, the relevant sector and the intended dispute-resolution structure.

Deal ownership. Ask who will lead the transaction and who will attend negotiations, not only which partners appear in a proposal.

Method. Request a scoped due-diligence plan that is tied to materiality, red flags, price and SPA remedies.

Specialists. Confirm competition, employment, tax, data, real-estate, finance and sector coverage before exclusivity begins.

Local execution. Agree on bilingual drafting, translation responsibility, powers of attorney, notary and trade-registry coordination.

Project control. Require a conditions-precedent tracker, closing agenda and responsibility matrix that can be shared with foreign counsel and lenders.

The most useful first instruction package includes the group chart, target details, transaction perimeter, indicative value, financing plan, intended timetable, sector, known regulatory issues, bidder status and any signed term sheet. Early precision reduces both legal cost and the risk of committing to an unworkable structure.

Frequently Asked Questions

Do foreign investors need general government approval to acquire a Turkish company?

Generally no. The Foreign Direct Investment Law establishes equal treatment rather than a universal screening approval. Competition clearance, sector permissions, capital-markets rules, real-estate restrictions or licence conditions may nevertheless apply to the specific transaction.

Is a share deal or an asset deal safer for the buyer?

Neither structure is inherently safer. A share deal preserves continuity but brings the company's historic risks. An asset deal can define the perimeter but requires individual transfer mechanics and may carry liabilities under Article 202, employment law or other mandatory provisions. The safer structure is the one tested against the actual business and remedies.

What are the principal Turkish merger-control thresholds in 2026?

The principal figures are TRY 3 billion aggregate Turkish turnover, TRY 1 billion individual Turkish turnover and TRY 9 billion worldwide turnover, applied through the alternative limbs in Communique No. 2010/4. A special TRY 250 million figure can apply to qualifying technology undertakings established in Turkey. Group and transaction-specific calculations are required.

Can the parties close before Competition Board clearance?

Not where the transaction is notifiable. The regime is suspensory. The parties should also avoid pre-closing conduct that gives the buyer control or improperly coordinates competitive activity before authorization.

Can an English-law or New York-law SPA be used for a Turkish target?

A foreign governing law may generally be chosen for contractual obligations in a cross-border transaction. Mandatory Turkish rules still govern share-transfer formalities, corporate approvals, registries, employees, competition, property and regulated permissions. Turkish local closing documents are commonly required.

How long does a Turkish acquisition take?

A bilateral, unregulated share sale can move quickly once diligence and documents are agreed. A transaction requiring competition clearance, sector permission, lender consent, carve-out preparation or extensive notarial documents can take several months. The legal timetable should be built from the longest approval and the slowest closing dependency.

Does a change of control automatically terminate target contracts?

No. The target remains the contracting party in a share deal, but the contract may grant a termination, consent, pricing or notification right upon direct or indirect change of control. Material contracts should be reviewed individually and any required consent should be addressed as a condition or allocated risk.

What should a foreign buyer ask a Turkish M&A lawyer before engagement?

Ask for a preliminary structure and regulatory map, the proposed diligence scope, named specialists, experience with the target's sector and company type, a signing-to-closing plan, fee assumptions and a clear explanation of which Turkish formalities require original, apostilled, translated or notarized documents.

11. Foreign Buyer Closing Checklist

Transaction perimeter. Confirm the exact shares or assets, purchase-price calculation and funds-flow sequence in one controlled closing agenda.

Conditions. Obtain Competition Board and sector approvals, required third-party consents and objective evidence that every condition precedent is satisfied or validly waived.

Corporate documents. Prepare notarized, apostilled or legalized and sworn-translated documents early, with names and authority matching Turkish registry records.

Title and control. Verify share delivery or recording, registry filings, releases of security, director changes, signatory powers and bank mandates as linked completion steps.

Evidence. Archive the signed transaction documents, disclosure materials, data room, diligence reports, approvals, receipts and closing evidence in a consistent set.

Claims and notices. Calendar adjustment procedures, warranty and indemnity deadlines, regulatory notifications and post-closing covenants immediately after completion.

Conclusion

A successful Turkish acquisition aligns the commercial bargain with the legal method of transferring control. Share and asset deals create different continuity, liability and execution profiles. Due diligence should change the price, conditions, covenants or remedies where a material risk is found. Corporate formalities should be designed into the closing, not repaired after funds move.

For 2026 transactions, competition analysis deserves particular attention because the thresholds and guidance have changed. Sector approvals, employee rights, data-room compliance and post-closing integration should run as coordinated workstreams. The central discipline is simple: identify the legal step that creates the intended result, prove that it occurred and preserve a remedy if it did not.

Bibliography and Official References

Legislation and Official Rules

Republic of Türkiye, Turkish Code of Obligations No. 6098, particularly arts. 26, 77 to 82, 128, 146 and 581 to 603. Available at: https://www.mevzuat.gov.tr/mevzuatmetin/1.5.6098.pdf [accessed 24 September 2026].

Republic of Türkiye, Turkish Civil Code No. 4721, particularly art. 2. Available at: https://www.mevzuat.gov.tr/mevzuatmetin/1.5.4721.pdf [accessed 24 September 2026].

Republic of Türkiye, Code of Civil Procedure No. 6100, particularly arts. 389 to 399. Available at: https://www.mevzuat.gov.tr/mevzuatmetin/1.5.6100.pdf [accessed 24 September 2026].

Republic of Türkiye, Public Procurement Law No. 4734, particularly arts. 33, 34 and 43. Available at: https://www.mevzuat.gov.tr/mevzuatmetin/1.5.4734.pdf [accessed 24 September 2026].

International Chamber of Commerce, Uniform Rules for Demand Guarantees, URDG 758, ICC Publication No. 758, 2010.

Court of Cassation Decisions

Court of Cassation Joint Chambers for Unification of Judgments, E. 1966/16, K. 1967/7, 13 December 1967, Official Gazette No. 12867, 5 April 1968; official case-law search portal. Available at: https://karararama.yargitay.gov.tr/ [accessed 24 September 2026].

Court of Cassation Grand General Assembly for Unification of Judgments, E. 1969/4, K. 1969/6, 11 June 1969; official case-law search portal. Available at: https://karararama.yargitay.gov.tr/ [accessed 24 September 2026].

Court of Cassation, 11th Civil Chamber, E. 2011/92, K. 2012/16721, 22 October 2012; official case-law search portal. Available at: https://karararama.yargitay.gov.tr/ [accessed 24 September 2026].

Court of Cassation, 11th Civil Chamber, E. 2017/2572, K. 2019/2649, 4 April 2019; official case-law search portal. Available at: https://karararama.yargitay.gov.tr/ [accessed 24 September 2026].

Official Institutional Materials

Republic of Türkiye Ministry of Justice, 'Banka Teminat Mektupları Elektronikleşiyor', 29 May 2026. Available at: https://www.adalet.gov.tr/banka-teminat-mektuplari-elektroniklesiyor [accessed 24 September 2026].

Republic of Türkiye Ministry of Trade, 'Teminat Bilgi Sisteminin Yükümlülerin Kullanıma Açılmasına İlişkin Basın Duyurusu', 7 February 2026. Available at: https://ticaret.gov.tr/duyurular/teminat-bilgi-sisteminin-yukumlulerin-kullanima-acilmasina-iliskin-basin-duyurusu [accessed 24 September 2026].

Public Procurement Authority, official legislation and electronic public procurement resources. Available at: https://www.kik.gov.tr/ [accessed 24 September 2026].

Selected Legal Books

Reisoğlu, Seza. Banka Teminat Mektupları ve Kontrgarantiler. 4th revised and expanded ed. Ankara, 2003.

Barlas, Nami. Türk Hukuk Sisteminde Banka Teminat Mektupları. Istanbul, 1986.

Doğan, Vahit. Teminat Mektupları. Ankara, 2015.

Önder, B. Türk Hukuku'nda Banka Teminat Mektupları. Ankara, 2019.

Footnotes

1. Turkish Commercial Code No. 6102, particularly arts. 11, 489 to 493, 595 and 134 to 179. Transaction mechanics depend on the target's legal form, share type, articles of association and any regulated activity.

2. Foreign Direct Investment Law No. 4875, art. 3. Foreign investors generally receive equal treatment, subject to special legislation and international agreements.

3. Turkish Code of Obligations No. 6098, art. 202; Turkish Commercial Code No. 6102, art. 11(3). A transfer of a commercial enterprise or pool of assets requires analysis of debt transfer, announcement, registration and asset-specific formalities.

4. Turkish Code of Obligations No. 6098, arts. 183 to 205. Receivable assignment, debt assumption and transfer of a contractual position are legally distinct and should not be treated as a single consent question.

5. Labor Law No. 4857, art. 6. In a workplace transfer, employment contracts generally pass to the transferee with accrued rights, and statutory joint liability may apply for obligations existing at the transfer date.

6. Law No. 6698 on the Protection of Personal Data, arts. 5, 6, 9 and 12. M&A data rooms, employee information and cross-border disclosures require a lawful processing and transfer basis.

7. Turkish Commercial Code No. 6102, arts. 489 to 493. The transfer analysis for joint stock companies differs according to whether shares are bearer, registered, certificated or uncertificated and whether statutory or contractual transfer restrictions apply.

8. Turkish Commercial Code No. 6102, art. 595. A limited company share transfer agreement must be in writing with notarized signatures; general assembly approval is ordinarily required unless the articles provide otherwise.

9. Court of Cassation, 11th Civil Chamber, E. 2017/1041, K. 2018/5002, 5 July 2018. The decision applies the statutory form requirement to a limited company share transfer and addresses restitution where the intended transfer was not validly completed.

10. Court of Cassation, 11th Civil Chamber, E. 2021/428, K. 2022/2613. The decision discusses the approval mechanism and the three-month deemed-approval rule in Article 595.

11. Turkish Commercial Code No. 6102, arts. 134 to 158 on mergers and arts. 159 to 179 on demergers, including documentation, inspection, employee and creditor protections, and registration.

12. Corporate Tax Law No. 5520, particularly arts. 19 and 20 on qualifying tax-neutral reorganizations. Tax treatment depends on the legal structure and satisfaction of all statutory conditions.

13. Law No. 4054 on the Protection of Competition, art. 7; Communique No. 2010/4 on Mergers and Acquisitions Requiring Authorization from the Competition Board, as amended in 2026.

14. Turkish Competition Authority, 'Merger and Acquisition Legislation Updated', 11 February 2026. The announcement confirms the TRY 1 billion individual Turkish turnover threshold, TRY 3 billion aggregate Turkish turnover threshold and TRY 9 billion worldwide threshold.

15. Turkish Competition Authority, 'Updated Merger and Acquisition Guidelines Published', 4 May 2026. The revised guidance addresses relevant undertakings, group turnover, the three-year aggregation rule, technology undertakings and joint ventures.

16. Communique No. 2010/4, art. 10, and Law No. 4054. A notifiable transaction must not be implemented before authorization; the legal and penalty consequences require case-specific review.

17. Banking Law No. 5411, art. 18. Direct or indirect acquisitions reaching specified shareholding or control thresholds in a bank require prior permission from the Banking Regulation and Supervision Board.

18. Land Registry Law No. 2644, art. 36, and the Regulation on Acquisition of Immovable Property and Limited Rights in Rem by Companies and Affiliates within the Scope of Article 36.

19. Turkish Code of Obligations No. 6098, arts. 26, 27 and 112; Turkish Commercial Code No. 6102, art. 1530. Contractual risk allocation remains subject to mandatory law, public policy and the particular rules governing liability and commercial payment.

20. International Private and Procedural Law No. 5718, art. 24. A governing-law choice for contractual obligations does not displace mandatory Turkish corporate, property, employment, competition or regulatory rules applicable to the transaction.