M&A activity in Turkey is governed by Turkish Commercial Code (TCC), Capital Markets Law, and Competition Law. This guide outlines the legal process from term sheet to closing.
Pre-Transaction Stage
Letter of Intent / Term Sheet drafted with key economic terms.
NDA executed before disclosure of confidential information.
Initial regulatory check for Competition Authority thresholds.
Due Diligence
Legal, financial, tax and technical DD performed.
Findings reflected in Share Purchase Agreement (SPA) representations.
Indemnity baskets, caps and survival periods negotiated.
Regulatory Approvals
Competition Authority filing if turnover thresholds exceeded.
Capital Markets Board approval for listed company transactions.
Sector-specific approvals (banking, insurance, energy, telecom).
Closing and Post-Closing
Share transfer at General Assembly or by written share transfer.
Trade Registry update and tax office notification.
100-day integration plan typically followed.
Frequently Asked Questions
Are foreign acquirers subject to special restrictions?
Generally no, except in regulated sectors (broadcasting, mining, defense).
How long does Competition Authority approval take?
Phase I: 30 days; Phase II: up to 6 months for complex cases.