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lawyerfbc
A concordat in Turkey (konkordato) is a court-supervised restructuring procedure that allows a debtor who cannot pay debts as they fall due (or is at risk of default) to propose a repayment/restructuring plan to creditors and continue operating under legal protection—rather than going straight into bankruptcy. The concordat regime is regulated in the Turkish Enforcement […]
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lawyerfbc
Tax is one of the few business areas where “small mistakes” can turn into expensive outcomes—penalties, interest, audits, cashflow shocks, and reputational risk. The good news is that tax compliance and tax planning are not complicated if you treat them like a system: clear processes, reliable documentation, and decisions made before transactions happen (not after). […]
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lawyerfbc
Buying a company in Turkey can be an efficient way to enter the market, acquire an operating platform, and scale quickly—without building everything from zero. But for foreign buyers, the biggest risks are rarely “market” risks. The real threats are hidden liabilities and weak documentation: tax and SGK exposure, undisclosed litigation, contracts that terminate on […]
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lawyerfbc
Buying a company in Turkey can be a great opportunity—but only if you understand what you’re actually buying. Many M&A problems are not “business problems,” they’re hidden liability problems: tax and SGK exposure, undisclosed litigation, invalid contracts, missing permits, informal related-party dealings, or assets that don’t legally belong to the company. The tool that prevents […]
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lawyerfbc
Tax is one of the biggest deal-value drivers in Turkish M&A. A transaction that looks attractive on the headline purchase price can become expensive after closing if the parties underestimate withholding tax, VAT (KDV) exposure, stamp tax (damga vergisi), and the hidden “tax-like” liabilities inside the target. For foreign investors, the risk is amplified by […]
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lawyerfbc
In Turkish M&A, parties often agree on a headline purchase price—then discover the real fight starts at closing: how much cash, debt, and working capital the company should deliver. If the target closes with less working capital than expected, the buyer may need to inject cash immediately. If it closes with excess working capital, the […]
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lawyerfbc
In Turkish M&A transactions, representations and warranties (R&W) are one of the most negotiated parts of the Share Purchase Agreement (SPA). Buyers rely on them to protect against hidden risks—tax and social security liabilities, undisclosed litigation, contract breaches, IP ownership issues, regulatory non-compliance, and off-balance-sheet obligations. Sellers, on the other hand, want certainty: clear limits, […]
yazarı
lawyerfbc
In Turkish M&A, the hardest part is often not signing the SPA—it’s making sure the buyer can actually recover if something goes wrong after closing. Sellers want clean exit and full payment. Buyers want protection against hidden liabilities, tax/SGK surprises, litigation, and warranty breaches. The tool that frequently balances these interests is escrow and holdback. […]
yazarı
lawyerfbc
In many Turkish M&A deals, the biggest gap between buyer and seller is valuation. Sellers believe future growth justifies a higher price; buyers worry that projections are optimistic. The tool that often bridges this gap is an earn-out clause—a mechanism where part of the purchase price is paid later, only if the company hits agreed […]
yazarı
lawyerfbc
An installment sale agreement in Turkey (taksitle satış / vadeli satış sözleşmesi) is common in business—especially when one party cannot pay the full price upfront. You see it in: The problem is that many installment agreements are drafted like “friendly IOUs”: vague dates, unclear default rules, no collateral, no release mechanism, and weak evidence. When […]
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