M&A Arbitration in Turkey: Share Purchase Agreements, Warranty Claims and Post-Closing Disputes

Introduction

Mergers and acquisitions are among the most complex commercial transactions conducted in Türkiye. A typical acquisition may involve a share purchase agreement, disclosure letter, shareholders’ agreement, escrow arrangement, transitional services agreement, financing documents, management contracts and regulatory filings.

Even where the parties complete extensive legal, financial and tax due diligence, disputes may arise before or after closing. The buyer may allege that the target company’s financial position was misrepresented. The seller may claim that an earn-out was deliberately reduced through post-closing management decisions. The parties may disagree over working-capital calculations, debt adjustments, indemnification rights, tax liabilities, undisclosed litigation or the release of an escrow amount.

For cross-border transactions, arbitration is frequently selected as the primary dispute resolution mechanism. M&A arbitration in Turkey may provide a neutral forum, specialist arbitrators, procedural flexibility, confidentiality and the possibility of enforcing the final award internationally.

However, an arbitration clause in a share purchase agreement must be drafted carefully. M&A disputes often involve several agreements, multiple sellers, guarantors, target companies, shareholders and third-party service providers. Some claims are purely contractual and suitable for arbitration, while others may concern corporate status, trade registry records or general meeting resolutions that require separate analysis under mandatory Turkish company law.

This guide explains M&A arbitration in Türkiye, including:

• Share purchase agreement disputes;
• Closing and regulatory conditions;
• Warranty and indemnity claims;
• Purchase price adjustment disputes;
• Earn-out calculations;
• Leakage and locked-box claims;
• Disclosure disputes;
• Share transfer formalities;
• Arbitrability under Turkish law;
• Expert evidence;
• Interim measures;
• Annulment and enforcement.

What Is M&A Arbitration?

M&A arbitration is the resolution of disputes arising from mergers, acquisitions, share transfers, business transfers and related corporate transactions by one or more arbitrators instead of national courts.

The tribunal’s authority usually arises from an arbitration clause contained in the relevant transaction agreement.

The principal agreement may be:

• A share purchase agreement;
• An asset purchase agreement;
• A merger agreement;
• An investment agreement;
• A shareholders’ agreement;
• A joint venture agreement;
• A subscription agreement;
• A business transfer agreement.

The arbitration clause may cover disputes concerning the agreement’s:

• Formation;
• Validity;
• Interpretation;
• Performance;
• Breach;
• Termination;
• Closing;
• Post-closing obligations;
• Indemnification;
• Price calculation.

M&A arbitration should be distinguished from disputes arising directly under corporate law. A claim for contractual damages against a seller is legally different from an action seeking annulment of a company’s general meeting resolution.

The contractual claim is usually based on obligations freely assumed by the transaction parties. A corporate-status claim may affect the company, its organs, all shareholders or third parties and may therefore require determination by a competent Turkish court.

Why Is Arbitration Commonly Chosen for M&A Disputes?

M&A transactions often involve parties from different jurisdictions. A foreign buyer may acquire a Turkish company from several Turkish and foreign shareholders. The purchase price may be paid in euros or US dollars, while the target’s accounts are maintained in Turkish lira.

Arbitration allows the transaction parties to choose:

• A neutral legal seat;
• Turkish or foreign governing law;
• English or another language;
• A sole arbitrator or three-member tribunal;
• Arbitrators with corporate, accounting or valuation expertise;
• Institutional or ad hoc proceedings;
• Confidentiality protections;
• A procedure adapted to the transaction.

M&A disputes are frequently document-intensive and technically complex. The tribunal may need to interpret accounting policies, tax provisions, completion accounts, disclosure schedules and financial models.

A tribunal consisting of lawyers and professionals familiar with corporate transactions may examine these matters more effectively than a general dispute resolution mechanism that does not allow the parties to select the decision-makers.

Legal Framework for M&A Arbitration in Türkiye

M&A arbitration connected with Türkiye may be governed by several bodies of law.

The principal sources include:

• Turkish Commercial Code No. 6102;
• Turkish Code of Obligations No. 6098;
• Turkish International Arbitration Law No. 4686;
• Articles 407 to 444 of the Turkish Code of Civil Procedure;
• Turkish competition law;
• Applicable institutional arbitration rules;
• The New York Convention.

The applicable arbitration statute depends principally on whether the transaction contains a statutory foreign element and whether the legal seat is located in Türkiye.

Article 407 of the Turkish Code of Civil Procedure provides that the domestic arbitration provisions apply to disputes without the foreign element defined under the International Arbitration Law where the seat is Türkiye. Article 408 excludes disputes concerning rights in rem over immovable property and matters not subject to the parties’ free disposition.

This distinction is important in M&A disputes because a share purchase agreement may involve both contractual claims and corporate remedies. The arbitration clause can generally cover contractual monetary rights, but a remedy producing effects against all shareholders, the trade registry or third parties may require separate treatment.

Share Purchases and Business Acquisitions

A buyer may acquire a business through either a share deal or an asset deal.

Share deal

In a share deal, the buyer acquires shares in the target company. The company continues to own its assets, licences, contracts, employees, receivables and liabilities.

The buyer therefore acquires the economic benefit of the business together with the risks attached to the target company.

Potential disputes include:

• Defective title to shares;
• Undisclosed liabilities;
• Breach of warranties;
• Incorrect financial statements;
• Tax exposure;
• Regulatory violations;
• Unreported litigation;
• Miscalculated purchase price adjustments.

Asset deal

In an asset transaction, the buyer acquires specified assets, contracts, licences, employees or business divisions.

Disputes may concern:

• Which assets were included;
• Whether liabilities transferred;
• Assignment of customer contracts;
• Employee transfer;
• Licence transfer;
• Inventory valuation;
• Delivery of physical or digital assets.

The legal and arbitration analysis should therefore begin by identifying precisely what was transferred and which agreements regulate the transaction.

Share Transfer Requirements for Turkish Joint Stock Companies

A Turkish joint stock company is known as an anonim şirket or A.Ş.

The Turkish Commercial Code distinguishes between bearer shares and registered shares.

Bearer shares

Under the current Article 489, a transfer of bearer share certificates becomes effective against the company and third parties through delivery of possession and notification by the transferee to the Central Securities Depository. Until the required notification is made, the holder cannot exercise the statutory rights attached to the shares.

An M&A closing checklist involving bearer shares should therefore address:

• Physical delivery of share certificates;
• Central Securities Depository notification;
• Evidence of the notification;
• Cancellation of seller access and authority;
• Updating company records;
• Delivery of corporate books.

Failure to complete one of these steps may create a dispute over whether legal and beneficial ownership passed effectively.

Registered shares

Article 490 establishes that registered shares are generally transferable unless the law or articles of association provide otherwise. Transfer through a legal transaction may require endorsement of the registered share certificate and delivery of possession.

The articles of association may require company approval for transfers. For non-listed registered shares, the company may reject approval based on an important reason stated in the articles or by offering to acquire the shares at their real value in accordance with Article 493. Until the required approval is granted, ownership and the rights attached to the shares generally remain with the transferor under Article 494.

The buyer should therefore review:

• The articles of association;
• Share certificate type;
• Whether shares are fully paid;
• Board or company approval requirements;
• Pre-emption rights;
• Existing pledges;
• Share ledger records;
• Shareholders’ agreement restrictions.

A contractual promise by the seller to transfer shares does not eliminate statutory or constitutional transfer requirements.

Share Transfer Requirements for Turkish Limited Liability Companies

A Turkish limited liability company is known as a limited şirket or Ltd. Şti.

The transfer regime is more formal than the ordinary transfer of registered shares in a joint stock company.

Article 595 of the Turkish Commercial Code requires the transfer agreement and the transaction creating the transfer obligation to be made in writing, with the parties’ signatures notarised. Unless the company agreement provides otherwise, approval of the shareholders’ general meeting is required, and the transfer becomes valid through that approval.

The company agreement may also:

• Restrict the transfer;
• Prohibit the transfer;
• Regulate pre-emption rights;
• Provide call or put rights;
• Impose additional payment obligations;
• Extend non-compete obligations.

The company managers must apply to the trade registry for registration of the share transfer. Article 598 also protects the reliance of good-faith third parties on the registry record.

An SPA concerning a Turkish limited company should therefore coordinate:

1. The signing of the share purchase agreement;
2. The notarised share transfer instrument;
3. General meeting approval;
4. Updated shareholders’ ledger;
5. Trade registry application;
6. Closing payment;
7. Release of security or escrow.

A tribunal may determine contractual liability where one party refuses to complete these steps. However, an arbitral award cannot be assumed to replace automatically every corporate resolution, registry act or statutory approval required under Turkish law.

Common M&A Disputes in Türkiye

1. Failure to Satisfy Conditions Precedent

Most acquisition agreements contain conditions that must be satisfied before closing.

Common conditions include:

• Competition approval;
• Sector-specific approval;
• Third-party consents;
• Release of share pledges;
• Corporate approvals;
• Financing;
• Restructuring of the target;
• Execution of ancillary agreements.

Disputes may arise over whether a party used the required level of effort to satisfy a condition.

The agreement may require:

• Reasonable efforts;
• Best efforts;
• All necessary steps;
• Cooperation with the authority;
• Acceptance of regulatory remedies;
• Submission of complete information.

The wording matters. A seller may allege that the buyer deliberately prevented approval to escape an unfavourable transaction. The buyer may argue that it was not required to accept commercially unreasonable conditions.

Turkish merger-control legislation was materially updated in February 2026, including amendments to notification thresholds, technology undertaking rules and notification procedures. Whether a transaction requires Competition Board approval should therefore be assessed under the rules in force at the relevant time.

2. Warranty and Representation Claims

Representations and warranties allocate risk between the parties.

The seller may warrant that:

• It owns the shares;
• Shares are free from encumbrances;
• Financial statements are accurate;
• No material litigation exists;
• Taxes have been paid;
• Contracts are valid;
• The company complies with laws;
• Employees have been properly paid;
• Intellectual property belongs to the target;
• No undisclosed debt exists.

After closing, the buyer may discover facts allegedly inconsistent with these warranties.

A typical warranty claim requires analysis of:

1. The precise wording of the warranty;
2. Whether it was qualified by knowledge or materiality;
3. Whether the matter was fairly disclosed;
4. Whether the buyer knew of the matter;
5. Whether notice was given in time;
6. Whether actual loss occurred;
7. Whether a contractual limitation applies.

The tribunal should not analyse warranties as general statements of business quality. Each warranty must be interpreted according to its wording, the governing law and the allocation of risk agreed by the parties.

3. Disclosure Letter Disputes

The seller may disclose exceptions to the warranties through a disclosure letter or data room.

The SPA should state whether disclosure must be:

• Specific;
• Fair;
• Complete;
• Sufficiently detailed;
• Contained in an identified document;
• Included in the virtual data room before a stated date.

Disputes frequently concern whether a general reference was sufficient.

For example, uploading hundreds of documents may not necessarily disclose the legal significance of a regulatory investigation. The buyer may argue that the seller was required to identify the issue clearly.

The seller may respond that the information was available and that the buyer’s due diligence team reviewed it.

The tribunal may examine:

• Data room indexes;
• Document upload dates;
• Q&A records;
• Disclosure schedules;
• Due diligence reports;
• Email correspondence;
• Knowledge of buyer representatives.

The SPA should specify whether due diligence knowledge limits warranty claims and whether constructive knowledge is relevant.

4. Indemnity Claims

An indemnity usually addresses a specifically identified risk.

Examples include:

• Pending tax audits;
• Existing litigation;
• Environmental liabilities;
• Employee claims;
• Regulatory fines;
• Historical group liabilities;
• Defective property ownership.

Indemnities may operate differently from ordinary warranty claims.

The agreement may provide that:

• Loss need not be foreseeable;
• Mitigation rules apply;
• The buyer may recover amounts paid to third parties;
• Seller consent is required before settlement;
• The seller controls the defence;
• Recovery is limited by a cap;
• Insurance proceeds reduce the claim.

The tribunal must interpret the indemnity according to its contractual structure rather than assuming that all damages principles apply identically.

5. Purchase Price Adjustment Disputes

Many transactions use a provisional price at closing followed by an adjustment based on completion accounts.

Common adjustment items include:

• Cash;
• Financial debt;
• Working capital;
• Transaction expenses;
• Capital expenditure;
• Intercompany balances.

Disputes may arise because the parties apply different accounting policies.

The buyer may classify a liability as debt, while the seller treats it as working capital. The parties may disagree about:

• Unpaid bonuses;
• Customer deposits;
• Lease liabilities;
• Factoring;
• Tax provisions;
• Related-party balances;
• Accrued expenses.

A well-drafted SPA should establish a hierarchy:

1. Express accounting definitions in the SPA;
2. Specific accounting policies in a schedule;
3. Consistency with historical accounts;
4. Applicable accounting standards.

Without a hierarchy, each party may select the accounting treatment most favourable to its price calculation.

6. Expert Determination or Arbitration?

Purchase price disputes are often submitted first to an independent accountant rather than an arbitral tribunal.

Expert determination may be appropriate for mechanical accounting calculations. Arbitration may be more appropriate for legal questions such as:

• Interpretation of the debt definition;
• Whether a liability was permitted leakage;
• Whether an item was double-counted;
• Whether the seller acted fraudulently;
• Whether the expert exceeded its authority.

The SPA should define the boundary between the expert and tribunal.

A clause stating that “all price disputes shall be decided by an expert” may create uncertainty where the dispute concerns contract interpretation rather than accounting.

The agreement should specify:

• Issues within the expert’s jurisdiction;
• Appointment procedure;
• Required qualifications;
• Documents and submissions;
• Decision deadline;
• Binding effect;
• Manifest-error standard;
• Allocation of costs;
• Relationship with arbitration.

7. Earn-Out Disputes

An earn-out makes part of the purchase price dependent on the target’s future performance.

The calculation may be based on:

• Revenue;
• EBITDA;
• Net profit;
• Customer retention;
• Regulatory approval;
• Product launch;
• Production volume;
• Exit value.

Earn-outs frequently create post-closing disputes because the buyer controls the business while the seller remains financially interested in performance.

The seller may allege that the buyer:

• Diverted customers;
• Increased group charges;
• Changed accounting policies;
• Delayed sales;
• Reduced investment;
• Transferred employees;
• Accelerated expenses;
• Integrated the target prematurely.

The buyer may argue that it retained ordinary business discretion and did not guarantee achievement of the earn-out.

The agreement should regulate:

• Applicable accounting principles;
• Management of the business;
• Permitted integration;
• Group charges;
• Capital expenditure;
• Access to information;
• Audit rights;
• Dispute procedure;
• Anti-avoidance obligations.

8. Locked-Box and Leakage Claims

Under a locked-box mechanism, the purchase price is based on historical accounts and is generally not adjusted through completion accounts.

The buyer is protected through restrictions on value leaving the target between the locked-box date and closing.

Prohibited leakage may include:

• Dividends;
• Seller transaction bonuses;
• Related-party payments;
• Debt repayment to sellers;
• Waiver of receivables;
• Transfer of assets below value;
• Advisory fees for seller benefit.

Permitted leakage should be listed specifically.

The tribunal may need to determine:

• Whether a payment benefited the seller;
• Whether it was within ordinary business;
• Whether it was disclosed;
• Whether the buyer consented;
• Whether contractual interest applies.

The SPA should state whether leakage recovery is a debt claim, indemnity claim or damages claim and whether ordinary liability caps apply.

9. Material Adverse Change Disputes

A material adverse change clause may allow the buyer to refuse closing if a sufficiently serious event affects the target.

Possible events include:

• Loss of a major licence;
• Destruction of essential facilities;
• Termination of a key contract;
• Serious regulatory action;
• Major financial deterioration.

The dispute usually concerns whether the event is sufficiently material and whether it falls within an exclusion.

Common exclusions include:

• General economic conditions;
• Industry-wide developments;
• Exchange-rate movements;
• Changes in law;
• Political events;
• Matters already disclosed.

The tribunal may examine the duration, financial effect and transaction-specific impact of the event.

10. Fraud and Misrepresentation

A buyer may allege that the seller deliberately concealed information or provided false data.

Potential allegations include:

• Falsified revenue;
• Hidden debt;
• Undisclosed related-party transactions;
• Artificial customer contracts;
• Manipulated inventory;
• Concealed regulatory investigations.

Fraud claims can affect contractual limitations.

The SPA may provide that caps, time limits or exclusive remedy provisions do not protect a fraudulent party.

Because fraud allegations are serious, the claimant should identify:

• The false statement;
• The person responsible;
• Knowledge or intent;
• Reliance;
• Causation;
• Financial loss.

General allegations that due diligence information was incomplete should not automatically be treated as fraud.

11. Restrictive Covenant Disputes

The seller may agree not to compete with the target or solicit its employees and customers.

Disputes may concern:

• Geographic scope;
• Duration;
• Restricted activities;
• Affiliates;
• Indirect competition;
• Passive investments;
• Customer contact;
• Enforceability.

The tribunal must consider both the governing contract law and mandatory competition rules.

A restriction should be proportionate to the legitimate interests transferred through the acquisition. Overly broad restraints may face enforceability objections.

12. Escrow and Holdback Disputes

Part of the purchase price may be held in escrow to secure warranty or indemnity claims.

Disputes may concern:

• Whether a valid claim notice was served;
• Whether the escrow agent may release funds;
• Whether a claim remains unresolved;
• The amount reserved;
• Expiry of the escrow period;
• Competing payment instructions.

The escrow agreement should contain a dispute resolution clause compatible with the SPA.

If the SPA provides for arbitration but the escrow agreement gives exclusive jurisdiction to courts, parallel proceedings may arise.

Multi-Party and Multi-Contract M&A Arbitration

A single acquisition may involve:

• Several sellers;
• The buyer;
• Buyer guarantor;
• Seller guarantor;
• Target company;
• Escrow agent;
• Founder managers;
• Rollover shareholders.

Not all participants are necessarily parties to the SPA.

The arbitration clause should address:

• Joint and several liability;
• Seller representative authority;
• Service of notices;
• Joinder;
• Consolidation;
• Related agreements;
• Appointment of arbitrators;
• Claims against guarantors.

Every related agreement should use compatible dispute resolution provisions where disputes may overlap.

A guarantee governed by court jurisdiction and an SPA governed by arbitration may prevent all relevant claims from being determined in a single proceeding.

Arbitrability of M&A Disputes under Turkish Law

Contractual M&A claims are generally more readily suitable for arbitration because they concern monetary and commercial rights under the parties’ control.

Examples include:

• Warranty damages;
• Indemnity payments;
• Purchase price adjustments;
• Earn-out claims;
• Leakage repayment;
• Escrow release;
• Breach of restrictive covenants.

Greater caution is required where the requested remedy concerns:

• Annulment of a general meeting resolution;
• Corporate dissolution;
• Mandatory registration;
• Removal of a corporate organ;
• Rights affecting all shareholders;
• Matters affecting third parties.

Article 445 of the Turkish Commercial Code provides that specified persons may challenge unlawful general meeting resolutions before the commercial court at the company’s registered office within three months. Article 450 states that a final annulment or nullity judgment affects all shareholders and must be registered.

Because Article 408 of the Code of Civil Procedure excludes matters outside the parties’ free disposition, corporate remedies with erga omnes or registry effects may present significant arbitrability risks.

The arbitration clause should therefore distinguish between:

• Contractual liability among the transaction parties; and
• Mandatory corporate remedies reserved for courts.

Drafting an M&A Arbitration Clause

A strong arbitration clause should identify:

• The arbitration institution;
• The legal seat;
• The language;
• The number of arbitrators;
• The governing law;
• The scope of disputes;
• Emergency relief;
• Consolidation and joinder;
• Confidentiality;
• Service of notices.

ISTAC’s model clause refers disputes arising out of or connected with the contract to final arbitration under the ISTAC Arbitration Rules. ISTAC also recommends that parties specify the seat, language, number of arbitrators and law governing the merits.

An expanded M&A clause may provide:

Any dispute, controversy or claim arising out of or in connection with this Agreement, including any dispute concerning its formation, validity, interpretation, performance, breach, termination, closing, purchase price, warranties, indemnities or post-closing obligations, shall be finally resolved under the Istanbul Arbitration Centre Arbitration Rules.

The seat of arbitration shall be Istanbul, Türkiye. The tribunal shall consist of three arbitrators. The language of arbitration shall be English. Turkish law shall govern the merits of the dispute.

The clause should be coordinated with the disclosure letter, escrow agreement, guarantee, shareholders’ agreement and transitional services agreement.

Interim Measures in M&A Arbitration

Urgent protection may be required where a party threatens to:

• Transfer disputed shares;
• Dispose of escrow funds;
• Destroy financial records;
• Disclose trade secrets;
• Breach a non-compete obligation;
• Remove key assets;
• Alter the target’s management.

Under Article 414 of the Code of Civil Procedure, an arbitral tribunal may order interim measures and evidence preservation unless the parties agreed otherwise. Turkish courts may assist with enforcement or grant protection in circumstances recognised by the statute.

Where ISTAC rules apply, emergency arbitration may also be considered before constitution of the main tribunal.

Court protection may remain necessary where the measure:

• Must bind a third party;
• Requires trade registry action;
• Concerns a bank or escrow agent;
• Requires compulsory seizure;
• Must be granted without prior notice.

Evidence in M&A Arbitration

The outcome of an M&A arbitration often depends on contemporaneous transaction records.

Important evidence may include:

• The SPA and schedules;
• Disclosure letter;
• Virtual data room;
• Q&A records;
• Due diligence reports;
• Management presentations;
• Financial statements;
• Completion accounts;
• Tax filings;
• Board minutes;
• Emails;
• Closing certificates;
• Escrow records;
• Expert reports.

The parties should preserve the data room in the exact form existing at signing and closing.

Document metadata may establish:

• When a document was uploaded;
• Who accessed it;
• Whether it was replaced;
• Whether the buyer reviewed it;
• Whether disclosure was timely.

Witness evidence may be required from:

• Transaction lawyers;
• Financial advisers;
• Accountants;
• Target managers;
• Due diligence specialists;
• Deal principals.

Expert Evidence

M&A disputes frequently require accounting, valuation and industry experts.

An accounting expert may examine:

• Working capital;
• Net debt;
• EBITDA;
• Leakage;
• Financial statements;
• Earn-out calculations.

A valuation expert may assess:

• Diminution in share value;
• Lost profits;
• Fair market value;
• Counterfactual purchase price.

A damages claim should not assume that every undisclosed liability reduces the share value on a one-to-one basis. The tribunal may need to distinguish among:

• Direct payment loss;
• Reduced enterprise value;
• Tax effect;
• Insurance recovery;
• Mitigation;
• Double counting.

The claimant should establish both breach and causation.

Remedies in M&A Arbitration

Depending on the agreement and governing law, the tribunal may grant:

• Contractual damages;
• Indemnity payments;
• Purchase price adjustment;
• Release of escrow;
• Interest;
• Declaratory relief;
• Costs;
• Specific contractual performance.

The tribunal should remain within the arbitration agreement and the relief requested.

Specific performance may be more difficult where implementation requires a company resolution, third-party consent, regulatory approval or trade registry action. The tribunal may determine the parties’ contractual obligations, but compulsory implementation may require court assistance.

Annulment and Enforcement

A Turkey-seated arbitral award is not subject to an ordinary appeal on the merits.

Under Article 439 of the Code of Civil Procedure, a domestic award may be challenged only through an annulment action based on limited grounds, including invalid arbitration agreement, improper tribunal constitution, excess of authority, material procedural irregularity, violation of equality or the right to be heard, non-arbitrability and public policy.

The annulment court should not ordinarily reconsider whether the tribunal interpreted a warranty correctly or preferred the correct valuation model.

Where enforcement is required abroad, the New York Convention provides common standards for recognising arbitration agreements and enforcing foreign and non-domestic arbitral awards, subject to limited refusal grounds.

An enforcement strategy should identify the location of:

• Bank accounts;
• Company shares;
• Receivables;
• Real estate;
• Movable assets;
• Parent-company assets under guarantees.

Practical M&A Arbitration Checklist

Before signing the transaction documents, the parties should verify:

1. Whether all related agreements contain compatible dispute resolution clauses;
2. Whether the arbitration clause covers pre-closing and post-closing disputes;
3. Whether the seat, language and governing law are specified;
4. Whether one or three arbitrators are appropriate;
5. Whether accounting disputes go to an expert or tribunal;
6. Whether joinder and consolidation may be required;
7. Whether guarantors signed the arbitration agreement;
8. Whether interim relief is available;
9. Whether share transfer formalities are accurately reflected;
10. Whether corporate-status remedies require court proceedings;
11. Whether notice provisions are clear;
12. Whether warranty limitations are consistent;
13. Whether fraud exceptions are defined;
14. Whether data room records will be preserved;
15. Where the award is likely to be enforced.

Frequently Asked Questions

Can warranty claims under a Turkish SPA be arbitrated?

Generally, contractual warranty and indemnity claims are suitable for arbitration where a valid arbitration agreement exists and the dispute concerns rights under the parties’ control.

Can a tribunal cancel a Turkish general meeting resolution?

This requires careful analysis. The Turkish Commercial Code expressly provides for court proceedings concerning annulment of general meeting resolutions, and the resulting judgment affects all shareholders. Such remedies may fall outside arbitration or involve serious enforceability risks.

Is notarisation required for every Turkish share transfer?

For limited liability company shares, Article 595 requires a written transfer agreement with notarised signatures. Joint stock company share transfers follow different rules depending on whether the shares are bearer, registered, certificated or restricted.

Can an accounting expert decide purchase price disputes?

Yes, where the SPA provides for expert determination. The agreement should distinguish mechanical accounting matters from legal interpretation disputes reserved for arbitration.

Can earn-out disputes be arbitrated?

Yes. Earn-out disputes are commonly contractual and may involve accounting, management conduct and damages issues.

Can an arbitral tribunal release escrow funds?

The tribunal may determine the parties’ rights under the SPA and escrow arrangement where the relevant parties are bound by the arbitration agreement. Implementation may become difficult if the escrow agent is not a party.

Can the buyer claim for matters discovered during due diligence?

The answer depends on the SPA. The agreement may contain knowledge qualifiers, anti-sandbagging provisions, disclosure standards or exclusive remedy clauses.

Which documents are most important in an M&A arbitration?

The SPA, disclosure letter, data room archive, Q&A correspondence, completion accounts, financial statements, emails and expert reports are commonly central.

Can a foreign arbitral award be enforced in Türkiye?

A qualifying foreign award may be recognised and enforced under the New York Convention or applicable Turkish private international law, subject to limited refusal grounds.

Is ISTAC suitable for M&A disputes?

ISTAC may administer M&A arbitration where the parties have included a valid clause referring disputes to the ISTAC Arbitration Rules. Its model clause allows parties to specify the seat, language, arbitrator number and governing law.

Conclusion

M&A arbitration in Turkey provides an effective mechanism for resolving disputes arising from share purchase agreements, warranty claims, indemnities, completion accounts, earn-outs, locked-box structures and other post-closing obligations.

The strength of arbitration lies in the parties’ ability to select specialist arbitrators, determine the language and seat, protect confidentiality and design a procedure appropriate for complex corporate transactions.

However, M&A arbitration requires careful legal planning.

The parties must distinguish between contractual disputes and corporate-law remedies. A tribunal can generally determine whether a seller breached a warranty or whether the buyer owes an earn-out payment. Claims seeking annulment of corporate resolutions, mandatory registry changes or relief affecting all shareholders may require Turkish court proceedings.

Share transfer formalities also depend on the target company’s legal form. Limited company transfers require written and notarised documentation and generally require shareholder approval. Joint stock company transfers vary according to the type of share and any restrictions in the articles of association.

The SPA should define:

• Warranties and disclosure standards;
• Indemnities;
• Liability caps;
• Time limits;
• Price adjustment procedures;
• Earn-out rules;
• Expert determination;
• Escrow arrangements;
• Interim relief;
• Arbitration procedure.

All ancillary transaction documents should contain compatible dispute resolution provisions.

The parties should also preserve the data room, due diligence records and closing documents. In post-closing disputes, contemporaneous evidence is often more persuasive than explanations prepared after the disagreement arises.

For buyers, sellers, private equity funds, investors and multinational companies involved in Turkish M&A transactions, specialised arbitration counsel can assist with transaction drafting, risk allocation, interim protection, arbitral proceedings and enforcement of the final award.