Turkey: Corporate/Commercial Law

The Turkish Constitutional Court has issued a landmark decision addressing the expulsion mechanism for shareholders in two-shareholder limited liability companies, finding that existing provisions of the Turkish Commercial Code create an unconstitutional barrier to effective remedies. This ruling fundamentally alters the legal landscape for closely-held companies where equal shareholders face irreconcilable disputes that threaten business continuity.

In any high-stakes investment, Merger & Acquisition (M&A), or private equity deal in Turkey and real estate engagements, the financial statements of the target company are the primary focus. While accountants and financial analysts review these numbers for performance and profitability, an experienced corporate lawyer reads them differently.

A term sheet is the first substantive document exchanged in a venture capital transaction. It records the commercial and legal parameters that the parties have agreed in principle (e.g., valuation, investment amount, governance rights, exit mechanics) and signals that serious negotiations have begun. In the United States, where the global VC standard was established, the term sheet is a largely standardized instrument governed by well-developed transactional practice and a deep body of Delaware case law.