Corporate Law

Corporate Law

Our corporate team, competent in various disciplines, strives to offer unique solutions suitable for the purpose. Our experienced team assists multinational and local clients on their long-term strategic business planning and day-to-day operations. Our lawyers combine their legal skills with an understanding of our clients’ business requirements to deliver constructive, relevant, and accurate service.

Our team is duly qualified to provide its clients with a complete range of legal services covering strategic planning regarding company incorporation and restructuring as well as a wide range of corporate housekeeping services. We offer a wealth of experience and services in corporate transactions to clients from a range of industries, including hospitality and leisure, tourism, energy, construction, education, aviation, food and beverages, healthcare, information technology and informatics, real estate, and heavy industry.

We provide our clients with the most comprehensive strategic advice and mobilize it promptly. We work in partnership with our clients to understand their needs and deliver swift and effective performance from end to end. We treat our clients as our business partners and seek to add value beyond our legal service. Our breadth and depth of legal disciplines mean that we can tap into a vast range of know-how on any type in any sector.

Our Corporate Law Services

  • Analyse and advise on suitable legal form of the company before incorporation of companies, branches, and liaison offices, and managing tax office registrations
  • Conduct corporate housekeeping processes including convening of ordinary or extraordinary general assemblies, drafting of board or directors or other committee resolutions, issuance of or amendment to signature circulars and/or internal directives
  • Analyse technical bankruptcy situations and manage capital increases or decreases from a corporate and tax perspective
  • Draft standard agreements and legal documentation required under e-commerce and consumer law
  • Advising on a full range of agreements including lease, service, subcontracting, confidentiality, and license agreements companies
  • Provide training on the Turkish Commercial Code and make amendments to company articles of association to comply with the Turkish Commercial Code or to reflect specific agreements among shareholders,
  • Conduct intra-group reorganizations including spin-off, merger, conversion, de-registration (liquidation), asset transfer, business transfer, and share transfer
  • Implement and incorporate internal procedures, guidelines, and policies

 

Mergers & Acquisitions

NAZALI Tax & Legal is renowned for an expertise in multijurisdictional high value deals with a focus on private equity and industry-specific strategic transactions, both in Turkey and cross-border.
In a boosting Turkish market environment, we advise private equity houses on their investments, day-to-day management of their portfolio companies and on exiting their investments where the exit is achieved mainly by way of share transfer or IPO.

Our M&A team acts for clients of all sizes on some of Turkey’s most complex private equity transactions. Our track-record based on the number of deals compared to other Turkish law firms is simple evidence that we have the capacity to deliver high quality commercial and legal advice to our clients who benefit from the efficiencies derived from our experience. We cover all aspects of the private equity lifecycle and our extensive and diverse experience in working on large scale projects plays a pivotal role in providing legal services to buyers and sellers from initial structuring advice, due diligence, drafting and negotiating transaction documents, assisting with obtaining required approvals from administrative authorities, including the Turkish Competition Board and the Energy Markey Regulatory Agency, and ensuring that the pre-conditions are met, to assisting with completion and post-completion matters.

Our M&A Services

  • Advise clients in their role as either bidders or targets at all stages of the transaction
  • Prepare due diligence reports accompanied by executive summaries tailored to the needs of the client
  • Assist clients to cure legal deficiencies in the case of representation of the targets during the due diligence phase
  • Draft, negotiate, and finalise share purchase agreements, share subscription agreements and if any shareholder agreements
  • Draft, negotiate, and finalise joint venture agreements
  • Negotiate relevant security measures and draft relevant transaction documents such as escrow and share pledge
  • Prepare required files and assist clients to meet the pre-conditions set forth under the transaction documents and attend closing formalities
  • Amend company articles of associations to reflect the agreement among the shareholders
  • Provide legal representation on disputes related to mergers and acquisitions, such as violation of several provisions of share purchase and shareholder agreements and manage other disputes relating to public and private agreements including corporate governance issues and all other shareholder disputes