In Turkish M&A transactions, many buyers believe the “hard part” ends when the SPA is signed. In reality, the most risk-sensitive phase often starts at closing and continues through post-closing. This is where ownership changes hands, payments are released, authorities and signatories are updated, notifications are made, and the buyer begins integrating the target into its operating model. If closing steps are poorly planned, you can end up with a company you “own” on paper but cannot control operationally—because banking access, signing authority, key consents, or filings are not properly completed.
This guide explains closing and post-closing in Turkish M&A with a practical checklist mindset: what typically happens at closing, what must be filed and updated afterwards, and how to manage risks in the first 30–90 days.
1) What “Closing” Means in a Turkish Share Deal
In a typical share purchase (share deal) in Turkey, closing is the moment when:
- share transfer documents are executed,
- share ownership is legally transferred and recorded,
- the purchase price (or part of it) is paid or released from escrow,
- management/board changes are implemented,
- signing authority is updated so the buyer can actually run the company.
In practice, closing is not a single signature. It is a coordinated package of legal, registry, banking, and operational steps.
2) Pre-Closing Conditions: Don’t Close Until Deal Blockers Are Cleared
Most Turkish SPAs include conditions precedent that must be satisfied before closing, such as:
- release of share pledges or liens,
- delivery of corporate approvals and clean corporate records,
- third-party consents (e.g., change-of-control consents),
- settlement or restructuring of specific public debts,
- renewal/transfer of key licenses, where applicable.
Risk rule: If an issue can stop operations immediately after you buy the company, it should be handled as a condition precedent—not left to a warranty claim later.
3) Closing Deliverables: What Is Usually Signed and Delivered
While each deal differs, closing typically includes:
- updated share transfer documentation (and share ledger updates),
- board/shareholder resolutions reflecting the transaction,
- resignation and appointment letters for directors/managers,
- updated representation and signing authority decisions,
- disclosure confirmations and bring-down certificates (where used),
- escrow instructions (if escrow/retention is part of the deal),
- updated corporate records package.
This is also where practical control transfers: the buyer needs the legal authority to access banking, sign contracts, and operate.
4) Trade Registry and Corporate Records: The “Control Switch”
In Turkey, operational control often depends on registry and recorded authority. After closing, key updates usually include:
- registering new directors/managers where required,
- updating the company’s representation and signing authority,
- updating corporate books and resolutions properly,
- ensuring published announcements where applicable.
If the buyer delays these updates, the company can remain effectively controlled by old signatories in practice, even if shares have transferred.
5) Banking and Access: A Common Post-Closing Bottleneck
One of the most common post-closing problems for foreign buyers is banking access. Even after ownership changes, banks may require:
- updated signatory documentation,
- updated beneficial owner information,
- corporate resolutions and identity documents,
- explanations of transaction background (KYC).
Best practice: coordinate with the bank before closing and treat banking access as a closing-critical workstream, not an afterthought.
6) Compliance and Notifications After Closing
Post-closing is where the buyer stabilizes the target’s legal and compliance environment. Depending on the business, common actions include:
A) Tax and Accounting Alignment
- confirm tax filings and reporting continuity,
- review any open audits/disputes and implement the SPA’s handling method,
- align accounting policies and payment controls.
B) Employment and HR Notifications
- update internal policies and signatory approvals,
- review payroll, benefits, and employment documentation,
- implement confidentiality/IP assignment policies if missing.
C) Contracts and Counterparty Communications
- send required notices (especially where change-of-control triggers exist),
- obtain any late consents (if allowed under the SPA),
- stabilize key customer and supplier relationships.
D) Licenses and Permits (If Applicable)
- update licenses where ownership/management change requires notice,
- review compliance in regulated areas and fix gaps early.
7) Post-Closing Risk Management: How Buyers Avoid Surprises
The first 30–90 days is the “risk window” when hidden issues surface. Strong buyers run a structured post-closing program:
1) Create a 30/60/90-Day Legal Integration Plan
- authority updates and controls,
- contract review and consent status,
- litigation and enforcement monitoring,
- compliance calendar build-out.
2) Track Warranty and Indemnity Claim Deadlines
Many rights depend on timelines (notice requirements, survival periods). Buyers should:
- set internal reminders,
- document issues early,
- preserve evidence trails for claims.
3) Use Escrow/Retention Smartly
If escrow exists, align claims workflow with escrow mechanics so valid claims are not missed due to process failure.
4) Run a “Compliance Health Check”
Even when due diligence was strong, post-closing often uncovers:
- missing corporate book entries,
- informal side agreements,
- HR documentation gaps,
- unregistered operational realities.
8) Common Closing/Post-Closing Mistakes in Turkish Deals
- Closing without finalizing signing authority updates
- Underestimating banking KYC time for foreign ownership changes
- Missing change-of-control notices and losing key contracts
- Not building a claim calendar (deadlines missed)
- Treating post-closing as “business as usual” instead of a controlled transition
Avoiding these mistakes is often the difference between a smooth integration and a dispute-heavy first year.
FAQ
What is “closing” in a Turkish share purchase?
Closing is the point where shares are transferred, payment is executed/released, and management/authority updates are implemented so the buyer gains real operational control.
What are post-closing obligations?
They typically include registry updates, authority changes, compliance alignment, notifications to counterparties, and integration steps such as internal controls and HR/legal cleanup.
How do buyers protect themselves after closing?
By tracking warranty deadlines, documenting issues early, using escrow effectively, and running a structured 30–90 day legal integration plan.
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