This is the English translation of the fifth edition of my M&A book, the first edition of which was published in 2020. This book basically addresses M&A transactions from multiple perspectives, combining legal theory, transactional practice and dispute resolution. I hope that this book will primarily serve Turkish practitioners and international advisers in understanding the theoretical and practical dynamics of Turkish law, while also providing valuable insight for anyone involved in international M&A transactions.(FROM THE PREFACE)

 

TABLE OF CONTENTS

 

WHY DID I WRITE THIS BOOK?
I. Introduction and General Principles
1. INTRODUCTION AND METHODOLOGY
2. ISSUE OF TERMINOLOGY
3. SCOPE AND LEVEL OF DETAILS
4. NO M&A IS THE SAME AS ANOTHER ONE
5. WHICH IS MORE IMPORTANT, QUESTIONS OR ANSWERS?
6. WHAT, ACTUALLY, ARE M&AS? MORE PRECISELY, THE IMPORTANCE OF THE BASIC CONCEPTS
7. ACTUALLY, THE STARTING POINT IS FAIRLY SIMPLE: WHO CAN REQUEST WHAT, FROM WHOM, ON THE BASIS OF WHICH LEGAL GROUNDS AND WHAT MUST SUCH PERSON PROVE IN ORDER TO REACH HIS OR HER CLAIM?
8. WHY DO CONTRACTS GET NEGOTIATED? OR THE "CAT SYNDROME" OF LAWYERS
9. DETERMINATION OF THE DEAL STRUCTURE: FOLLOW THE MONEY AND MANAGE THE RISKS!
10. M&AS: STATUTORY LAW OR CONTRACT LAW?
11. APPROACH EXPECTED FROM LAWYERS: SPEED, EFFICIENCY AND CREATIVITY
12. LANGUAGE OF THE CONTRACT
13. CLAUSES WHICH SHOULD BE READ FIRST WHEN READING THE CONTRACT

 

II. General Explanations Pertaining to M&As
1. M&A TRANSACTIONS
2. DIFFERENCES IN APPROACH BETWEEN STRATEGIC INVESTORS AND PRIVATE INVESTMENT ("PRIVATE EQUITY") FUNDS
3. IMPORTANT POINTS TO REMEMBER

 

III. Phase Prior to the Definitive Agreements
1. IN GENERAL
2. NON-DISCLOSURE AGREEMENTS
3. LETTERS OF INTENT AND SIMILAR STRUCTURES
4. PROCESS LETTER
5. TERM SHEET (AGREEMENT ON THE BUSINESS TERMS)
6. IMPORTANT POINTS TO REMEMBER

 

IV. Due Diligence Phase
1. IN GENERAL
2. FORESEEING, CALCULATING AND MANAGING THE RISKS
3. FORMATION OF THE LEGAL DUE DILIGENCE TEAM
4. LEGAL CONSEQUENCES OF CARRYING OUT A LEGAL DUE DILIGENCE
5. INFORMATION OBTAINED WITHIN THE SCOPE OF THE LEGAL DUE DILIGENCE AND THE STATUS OF THE INFORMATION PROVIDERS
6. WHO CAN RELY ON A LEGAL DUE DILIGENCE REPORT?
7. WHAT IS THE PURPOSE OF CARRYING OUT LEGAL DUE DILIGENCE?
8. DATA "ROOM"
9. SCOPE OF THE LEGAL DUE DILIGENCE
10. PREPARATION OF THE LEGAL DUE DILIGENCE REPORT
11. IMPORTANT POINTS TO REMEMBER

 

V. Share Purchase Agreement: Indirect Transfer of a Commercial Enterprise
1. IN GENERAL
2. MAIN PROVISIONS OF SHARE PURCHASE AGREEMENTS
3. OTHER CONTRACTUAL CLAUSES
4. SUBSCRIPTION AGREEMENT
5. IMPORTANT POINTS TO REMEMBER

 

VI. Commercial Enterprise Sale and Purchase Agreement: The Direct Transfer of a Commercial Enterprise
1. MAIN PRINCIPLES
2. PROVISIONS OF A COMMERCIAL ENTERPRISE TRANSFER AGREEMENT
3. IMPORTANT POINTS TO REMEMBER

 

VII. Shareholders Agreement and Option Rights
1. INTRODUCTION
2. SHAREHOLDERS' AGREEMENT IN GENERAL
3. PROVISIONS OF THE SHAREHOLDERS' AGREEMENT: WHO CAN REQUEST WHAT, FROM WHOM, ON WHAT LEGAL GROUND?
4. OPTION RIGHTS

 

VIII. Call Options and Put Options and Their Provisions
1. GENERAL STRUCTURES OF OPTION RIGHTS ON SHARES AND THE RIGHTS AND OBLIGATIONS TO MAKE OR REQUEST AN OFFER
2. TERMS AND CONDITIONS OF OPTION RIGHTS ON SHARES AND THE RIGHT TO MAKE OR REQUEST AN OFFER AND VARIOUS LEGAL PROBLEMS ARISING FROM THE FOREGOING
3. CONCLUSION
4. IMPORTANT POINTS TO REMEMBER

 

IX. M&A Transactions and Legal Disputes
1. INTRODUCTION
2. TYPES OF CLAIMS
3. SOURCES OF DISPUTES
4. DISPUTE RESOLUTION METHODS
5. IMPORTANT POINTS TO REMEMBER

 

APPENDIXES
Appendix 1
Competition Law in M&A
1. Risk Analysis in Terms of Competition Law in M&A Transactions: Problem of Timing!
2. Transfer of Control
3. The Permission Which Must be Obtained from the Competition Board in the Event of the Exercise of an Option Right
4. Sharing Information, in Particular, During the Legal and Operational Due Diligence and the "Clean Team" Practice
5. Contractual Obligations Pertaining to the Interim Period and Competition Law
6. Things to Do after the Signing Phase: Notification
7. Fate of Closings Which Have Been Carried Out Without Obtaining the Permission of the Competition Board: Requirement and Breach
8. Commitments ("Remedies")
Appendix 2
Comparison of Arbitration Rules
Appendix 3
Comparison of Place of Arbitration and Arbitration Institution
1. Which Arbitration Institution, Which Place of Arbitration?
2. Place of Arbitration: Which Country, Which City?
Appendix 4
M&A of Publicly Traded Companies
1. Introduction
2. Public Disclosure Obligation
3. Mandatory Share Purchase Offer
4. Converting a Company with Publicly Held Shares into a Non-Public Company: Squeeze-Out
Appendix 5
Multiparty M&A Transactions and Their Negotiation
1. Introduction
2. Situations Where There Are More Than One Buyer
3. Situations Where There Are More Than One Seller
4. Recommendations
Appendix 6
Acquisition Financing
1. Leveraged Buy-Outs and Acquisition Financing in Light of the Financial Assistance Prohibition
2. Ways to Manage the Risk Caused by the Prohibition
Appendix 7
M&A From The Viewpoint of Tax Law
1. Introduction
2. Taxation in Company Sales
3. Taxation in Asset Sales
4. Stamp Duty in the Sale of Shares of Subsidiaries and Assets
5. Sale of Shares of Subsidiaries or Sale of Assets?
Appendix 8
Hold Harmless
1. Practical Importance
2. Being a Three-Cornered Legal Relationship
3. Content of the Hold Harmless Claim
4. Failure of the Seller to Fulfill its Obligation to Hold Harmless
5. The Time when the Hold Harmless Claim is Due and the Statute of Limitations
6. Points to Consider
Appendix 9
Between Two Worlds: Representation and Warranty Insurance
1. What is Representation and Warranty Insurance?
2. Main Elements of Representation and Warranty Insurance
3. Benefits of Insurance
4. Tips For the Practice
5. Conclusion

 

ANNEXES
STORY OF THE ESTABLISHMENT OF A VIRTUAL DATA ROOM "DATASITE": HOW DID EVERYTHING START?
SAMPLE RELIANCE LETTER
STANDARD LEGAL DUE DILIGENCE REQUEST LIST SAMPLE
SHARE PURCHASE AGREEMENT CHECKLIST
CLOSING DOCUMENT COVER PAGE SAMPLE
SHAREHOLDERS AGREEMENT CHECKLIST
LIST OF COMPETITION LAW QUESTIONS
TRADE REGISTRY PROCEDURES (SHARE TRANSFER) CHECKLIST
TRADE REGISTRY PROCEDURES (MERGER) CHECKLIST

 

BIBLIOGRAPHY