For foreign buyers: Our transaction advisory work connects deal structure, Turkish-law diligence, share or asset purchase documents, required approvals and closing deliverables. The starting point is your acquisition objective, target company, proposed timetable and the risks you cannot accept.
What does transaction advisory cover?
A cross-border acquisition is a sequence of decisions rather than a single filing. Buyer-side Turkish legal counsel can review the letter of intent and exclusivity arrangements, coordinate Turkish-law diligence, map regulatory issues, negotiate the share purchase agreement (SPA) or asset purchase agreement (APA), prepare closing documents and track post-closing obligations. Tax, financial, environmental and technical specialists should be involved when the asset or industry requires them.
Our M&A legal due diligence guide explains the investigation phase in depth. This page addresses how that investigation feeds the whole transaction and its negotiation, conditions and closing mechanics.
Buyer-side transaction process
- Define the mandate. Identify the buyer, target, intended control, transaction value range, time pressure and which local advisers must be engaged.
- Set the preliminary terms. Review non-disclosure, exclusivity, access to information, governing law and any binding sections of the letter of intent.
- Choose the structure. Compare a share purchase with an asset or business transfer against liabilities, licences, employees, contracts and tax consequences.
- Run focused diligence. Test corporate title, material contracts, debt and security, litigation, employment, IP, property, compliance and regulatory permissions.
- Negotiate risk allocation. Translate findings into price adjustment, conditions precedent, warranty coverage, specific indemnities, retention or escrow and disclosure schedules.
- Close and hand over. Collect approvals, signatures, payment evidence, releases, registry documents and operational transition items.
Share purchase or asset purchase?
A share purchase transfers ownership of the company and generally leaves its contracts, assets and liabilities within that legal entity. An asset purchase can isolate specified assets but may require separate transfer steps, counterparty consents, employee analysis or licence review. Neither structure is automatically safer or faster. The buyer should compare the target's liabilities, licences, customer contracts and real-estate position before fixing the structure in a term sheet.
Regulatory and consent screen
A deal may need merger-control analysis, sector approvals, lender or customer consents, corporate approvals and registry steps. The Turkish Competition Authority updated its merger framework and guidance in 2026. Notification depends on the applicable rules and the parties' facts; a headline deal value alone is not a clearance test. The SPA should state who obtains each approval, the evidence required and what happens if an approval is delayed or refused.
Documents a foreign buyer should prepare
- Buyer identity, ownership chart, corporate approvals and authorised signers.
- Proposed term sheet, financing plan and any lender conditions.
- Target's latest trade-registry records, articles, share ledger and financial statements.
- Material customer, supplier, lease, financing, employment and IP documents.
- Licence and permit list, disputes, guarantees, related-party arrangements and tax exposures.
- Closing funds-flow proposal, bank details, escrow or holdback instructions, and post-closing integration priorities.
Risk signs that should change the deal terms
Examples include shares subject to pledges or transfer restrictions, unregistered corporate decisions, contracts terminating on change of control, a licence tied to the seller, material tax or employment exposures, missing IP assignments and a seller unable to deliver release of security at closing. A finding should be assigned a response: resolve before signing, make it a closing condition, price it, obtain an indemnity or decline the risk. A general diligence disclaimer does not substitute for that decision.
Closing checklist and post-closing work
The closing checklist should identify each deliverable, responsible party, required form, deadline and verification evidence. It may cover updated corporate records, original or electronic signatures, payment and release documents, board appointments, bank mandates, notifications and handover of books and systems. After closing, the buyer should confirm that warranties, indemnity notice periods, transition services and filings are actually tracked.
Frequently Asked Questions
When should Turkish transaction counsel be engaged?
Preferably before a binding term sheet or exclusivity commitment. Early review can shape access rights, structure and the regulatory timetable.
Does legal due diligence include negotiation and closing?
Not necessarily. Diligence investigates risk; the advisory mandate should expressly cover drafting, negotiation, approvals and closing if those services are needed.
Can a foreign buyer acquire a Turkish company?
Foreign investors generally operate under an equal-treatment framework, but sector rules, merger control and transaction-specific approvals must still be checked.
Should the buyer use escrow?
Escrow or retention may address identified claims or deferred price, but the account, release triggers, governing law, tax and dispute mechanism must be negotiated.
