Buying a company is rarely as simple as buying its visible assets.

A buyer may complete the transaction, pay the purchase price and take control of the business only to discover months later that the company has:

• an undisclosed tax investigation;
• a pending lawsuit;
• former employees claiming unpaid wages and severance;
• unpaid social security liabilities;
• guarantees given for another company’s debts;
• supplier disputes;
• penalties under commercial contracts;
• unpaid customs duties;
• regulatory investigations;
• shareholder loans;
• environmental liabilities;
• substantial receivables that are actually uncollectible.

The buyer then asks the question that should have been addressed before closing:

Who has to pay — the company, the buyer or the seller?

Under Turkish law, there is no single answer.

The result depends first on one fundamental distinction:

Did the buyer purchase the shares of the company, or did the buyer acquire the business and its assets?

This distinction determines who remains legally liable to third-party creditors. A second and equally important question then arises:

Even if the debt legally remains with the acquired company, can the buyer recover the resulting loss from the seller?

In sophisticated acquisitions, these two questions must always be analysed separately.

1. The First Question: Share Deal or Asset Deal?

Most disputes concerning hidden liabilities become unnecessarily complicated because the parties fail to distinguish between two fundamentally different acquisition structures.

Share Deal

In a share deal, the buyer purchases some or all of the shares in an existing company.

The company itself does not disappear.

Its legal personality remains the same.

Its assets remain its assets.

Its contracts remain its contracts.

And most importantly:

its existing debts remain its debts.

Only the identity of the shareholders changes.

Asset or Business Deal

In an asset deal, the buyer acquires specified assets or an entire business operation rather than merely purchasing the shares of the company that owns them.

Where a commercial enterprise is transferred together with its assets and liabilities, Article 202 of the Turkish Code of Obligations can make the transferee directly responsible to creditors for the debts of that enterprise after the statutory notification or announcement requirements are satisfied. The former debtor remains jointly liable for a statutory two-year period.

The consequences are therefore radically different.

2. Share Acquisition: The Company Does Not Become a New Company After Closing

Consider a simple example.

Investor B acquires 100% of the shares in Target A.Ş. on 1 September.

Three months later, a supplier brings a TRY 20 million claim arising from a contract signed by Target A.Ş. two years earlier.

Who is the defendant?

Normally:

Target A.Ş.

The company existed when the contract was signed.

The same company continues to exist after the share transfer.

The fact that its shareholder has changed does not extinguish its obligations.

Article 329 of the Turkish Commercial Code expressly provides that a joint-stock company is liable for its debts with its own assets, while shareholders are generally liable only for their capital commitments toward the company.

The same basic corporate-separateness principle exists for limited liability companies. Under Article 573 TCC, limited company shareholders are generally not personally liable for ordinary company debts merely because they are shareholders.

Therefore, buying all the shares does not legally erase the company’s history.

The buyer purchases a company with that history.

3. Hidden Litigation Remains a Liability of the Target Company

Suppose the seller tells the buyer:

“There are no lawsuits against the company.”

The transaction closes.

Six weeks later, the buyer discovers that a former distributor had already filed a TRY 30 million lawsuit against the company before closing.

The first legal consequence is straightforward.

The defendant in that litigation generally remains the target company.

The new shareholder does not become personally liable merely because the shares changed hands.

But economically the buyer has acquired the problem.

If Target A.Ş. ultimately pays TRY 30 million, its cash falls by TRY 30 million.

Its enterprise value may fall.

Its distributable profits may fall.

And therefore the economic value of the shares purchased by the buyer may be materially lower than represented at closing.

This is where the buyer’s claim against the seller becomes critical.

4. Legal Liability and Economic Liability Are Not the Same Thing

This distinction is at the centre of almost every post-acquisition dispute.

Assume the buyer purchases a company for TRY 200 million.

After closing, an undisclosed tax assessment requires the target company to pay TRY 25 million.

Technically:

the company may owe the tax.

Economically:

the buyer has paid TRY 200 million for a company that may have been worth materially less than represented.

The buyer therefore needs a contractual mechanism allowing the loss to be shifted back to the seller.

That mechanism is normally found in the Share Purchase Agreement — SPA.

Without a carefully drafted SPA, the buyer may discover that identifying a hidden liability is much easier than recovering it from the former shareholder.

5. The Most Important Protection: Seller Representations and Warranties

A properly drafted SPA should require the seller to make detailed representations and warranties concerning the target company.

These commonly cover:

• financial statements;
• tax compliance;
• litigation;
• employment;
• social security obligations;
• material contracts;
• regulatory compliance;
• intellectual property;
• real estate;
• financing;
• guarantees and securities;
• related-party transactions;
• environmental matters;
• insolvency;
• licences and permits.

A litigation warranty might state, in substance:

There is no pending, threatened or reasonably anticipated litigation, arbitration, enforcement proceeding, administrative investigation or regulatory proceeding against the company except those specifically disclosed to the buyer.

A tax warranty might provide that:

all tax returns have been properly filed, all taxes due have been paid, and there are no undisclosed inspections, assessments, penalties or disputes.

If these statements prove false, the buyer may have a contractual claim against the seller.

Representations, warranties and indemnities are standard risk-allocation mechanisms in private M&A transactions precisely because statutory rules alone may not allocate company-level risks with sufficient precision.

6. Hidden Lawsuits Should Be Defined More Broadly Than “Pending Cases”

One drafting mistake is to ask only:

“Are there any pending lawsuits?”

That question is too narrow.

A significant liability may exist even before formal proceedings have been filed.

For example:

• a former customer has sent a notice claiming TRY 10 million;
• an employee has commenced mandatory mediation;
• the Competition Authority has requested information;
• a tax inspection has begun;
• a supplier has issued a default notice;
• an arbitration notice is being prepared;
• a government authority has opened an investigation.

A sophisticated SPA should therefore address not only pending proceedings but also:

threatened claims, investigations, notices, disputes and circumstances reasonably likely to result in proceedings.

Otherwise, the seller may argue:

“There was technically no lawsuit on the closing date.”

7. Disclosure Is as Important as the Warranty

The buyer should not analyse warranties without reading the Disclosure Letter or disclosure schedules.

Suppose the SPA says:

“The company is not party to any litigation.”

But the seller’s disclosure schedule states:

“Except for Istanbul 5th Commercial Court, File No. 2026/… concerning a TRY 15 million contractual claim.”

The litigation has been disclosed.

The buyer cannot normally treat that same matter as a hidden liability merely because the general warranty used broad language.

For this reason, post-closing disputes often turn on a surprisingly technical question:

Was the matter fairly and sufficiently disclosed before closing?

A disclosure should ideally identify enough information for the buyer to understand the nature and potential financial significance of the risk.

A vague statement such as:

“The company may from time to time be involved in disputes.”

should not provide the seller with the same protection as disclosure of the actual claimant, facts, amount and procedural status.

8. What If the Seller Deliberately Concealed the Lawsuit?

Intentional concealment changes the nature of the dispute.

Article 36 of the Turkish Code of Obligations provides that where a party enters into a contract as a result of the other party’s fraud, the deceived party is not bound by the contract even if the resulting mistake would not otherwise qualify as fundamental.

Imagine that the seller:

• knew of a major lawsuit;
• removed it from the data room;
• instructed management not to disclose it;
• expressly stated that no litigation existed;
• obtained a higher purchase price as a result.

This may go far beyond an innocent breach of warranty.

Depending on the evidence, the buyer may consider claims arising from fraudulent inducement — hile/aldatma.

Article 39 is particularly important because a party relying on fraud must act within the statutory framework after discovering the deception. If the deceived party does not declare within one year after learning of the fraud that it does not wish to remain bound, or does not seek return of what it transferred, the contract is deemed affirmed; the statutory text separately preserves damages consequences relating to fraud.

A buyer who discovers intentional concealment should therefore not delay while attempting informal negotiations for years.

9. Can the Buyer Rely on Statutory Defect Rules?

Potentially, but the issue is more complex than in an ordinary sale of goods.

Article 219 of the Turkish Code of Obligations states that a seller may be liable where the subject of the sale lacks promised qualities or contains physical, legal or economic defects materially reducing its value or expected benefit.

However, in a share purchase transaction, the direct subject of the sale is normally the shares.

This creates an important legal question:

Does a hidden liability belonging to the underlying company automatically constitute a defect in the shares themselves?

The answer may depend on the nature and extent of the transaction, the contractual representations and whether the transaction effectively involves acquisition of corporate control or the entire economic enterprise. Turkish legal literature recognises that application of statutory defect rules to share transactions, particularly company-level defects, can be controversial.

For this reason, a professionally drafted acquisition agreement should never rely solely on the buyer later proving a statutory “defect.”

The SPA should expressly determine what constitutes seller liability.

10. Why Due Diligence Does Not Eliminate the Need for Warranties

A buyer may conduct extensive legal, tax and financial due diligence before closing.

That is essential.

But due diligence is not a guarantee that every liability will be found.

Some liabilities are inherently difficult to discover.

For example:

• undisclosed verbal commitments;
• fabricated invoices;
• hidden related-party arrangements;
• off-book employee payments;
• unrecorded guarantees;
• intentionally withheld correspondence;
• future tax assessments arising from historical transactions.

The law also attaches consequences to what the buyer already knew.

Under Article 222 of the Turkish Code of Obligations, a seller is not responsible under statutory defect rules for defects known to the buyer when the contract is entered into; the Code also addresses defects that proper examination would have revealed unless the seller specifically guaranteed their absence.

Accordingly, due diligence and contractual warranties should work together.

Due diligence identifies risks.

The SPA allocates the risks that remain.

11. A Buyer Should Notify the Seller Immediately When a Hidden Liability Appears

Another common mistake occurs after closing.

A tax notice arrives.

Management learns of a hidden lawsuit.

But the buyer waits six months before notifying the seller.

That can create unnecessary legal disputes.

Article 223 of the Turkish Code of Obligations imposes inspection and notification requirements within the statutory defect regime and specifically requires later-discovered hidden defects to be notified promptly after discovery.

More importantly, sophisticated SPAs normally contain their own claim-notification procedures.

These may require the buyer to provide:

• written notification;
• details of the claim;
• estimated loss;
• supporting documents;
• notice before a specified deadline;
• an opportunity for the seller to participate in defending third-party claims.

Failure to comply with contractual notice mechanics can become a separate defence for the seller.

When a post-closing claim appears, the legal team should therefore examine the SPA before responding substantively to the underlying dispute.

12. Hidden Tax Debts Require Special Attention

Tax liabilities are among the most dangerous acquisition risks because a company may appear financially healthy at closing while historical transactions later generate:

• corporate income tax assessments;
• VAT assessments;
• withholding liabilities;
• tax-loss penalties;
• interest;
• customs liabilities.

In a share deal, the tax-paying company remains the same taxpayer after closing.

Therefore, an assessment relating to a pre-closing period can ordinarily still be imposed on the target company after ownership changes.

This is why SPAs frequently include a separate tax indemnity, rather than relying only on general warranties.

A strong tax indemnity may require the seller to reimburse losses resulting from taxes attributable to periods or transactions occurring before closing, even if the assessment itself is issued years later.

13. Buying a Limited Company Creates an Additional Public-Debt Danger

There is an especially important exception for purchasers of shares in a limited liability company.

Although Article 573 TCC states the general rule that limited company shareholders are not personally responsible for ordinary company debts, Article 35 of Law No. 6183 creates a specific regime for public receivables.

Where public receivables cannot be fully or partially collected from the limited company, shareholders can be pursued in proportion to their capital interests.

Even more importantly for M&A transactions, Article 35 provides that where a limited company share is transferred, the transferor and transferee are jointly responsible, within the statutory framework, for public receivables relating to the period before the transfer.

This is one of the most important hidden-liability rules in Turkish company acquisitions.

Consider the following:

An investor buys 100% of a limited company.

The seller represents that the company has no tax debts.

Two years later, a pre-acquisition public debt emerges and cannot be collected from the company.

The incoming shareholder may not be able simply to say:

“That debt arose before I bought the company.”

Article 35 must be analysed.

Contractually, the buyer may have a strong indemnification claim against the seller.

But a private SPA between buyer and seller does not necessarily eliminate statutory rights of public authorities.

14. An A.Ş. Share Acquisition Is Different

An ordinary shareholder of an anonim şirket does not face the same shareholder-level public-debt rule merely because the shares were acquired.

Article 329 TCC establishes that the joint-stock company is itself responsible for its debts and shareholders are generally responsible only for their committed capital toward the company.

However, another issue arises if the purchaser or its representatives also become:

• board members;
• managers;
• authorised legal representatives.

Public-law liability rules concerning legal representatives may then become relevant.

Article 10 of the Tax Procedure Law provides, under its statutory conditions, for recovery of tax and related receivables from legal representatives where statutory obligations are not performed and the amounts cannot be collected from the taxpayer’s assets.

Separately, repeated Article 35 of Law No. 6183 contains rules concerning legal representatives and other public receivables. The precise period of representation, the nature of the public debt, the date the liability arose and became payable, and the statutory conditions must therefore be examined individually.

Thus:

buying A.Ş. shares and
becoming the company’s legal representative

are two different risk events.

15. Employment Claims Can Survive the Transaction

Employment liabilities are another major area of hidden exposure.

In a pure share deal, the employer company normally remains unchanged.

Employees continue working for the same legal entity even though its shareholders have changed.

Historical employment liabilities therefore remain within the target company.

These can include:

• unpaid wages;
• overtime;
• annual leave;
• bonuses;
• discrimination claims;
• workplace accident exposure;
• severance-related liabilities.

In an actual transfer of a workplace or part of a workplace, Article 6 of the Labour Law provides a separate regime: existing employment agreements pass to the transferee with their rights and obligations, and the transferor and transferee are jointly liable for specified pre-transfer obligations, with the transferor’s liability generally limited to two years under the statute.

This is another reason why identifying whether the transaction is a share acquisition or business transfer is essential.

16. Asset Deals Can Transfer More Debt Than the Buyer Expected

Buyers sometimes assume that an asset deal is automatically safer because:

“We are buying the business, not the company.”

That assumption can also be dangerous.

Article 202 of the Turkish Code of Obligations provides that a person acquiring an enterprise together with its assets and liabilities becomes responsible to creditors for the enterprise’s debts from the relevant notification or announcement. The transferor also remains jointly liable for two years, calculated under the statutory rules.

Therefore, simply writing in the sale agreement:

“The purchaser assumes no historical debt whatsoever”

may regulate the internal relationship between seller and purchaser, but it does not necessarily defeat mandatory rights granted to third-party creditors by law.

The buyer may have to pay the creditor first and then seek contractual recourse against the seller.

This is an important distinction between:

external liability to creditors

and

internal allocation of risk between buyer and seller.

17. Hidden Guarantees Can Be More Dangerous Than Recorded Debt

A company may have no visible bank debt but may have guaranteed the debt of:

• its parent company;
• another group company;
• a shareholder;
• a related-party business.

This exposure may not appear as an ordinary payable.

But if the principal debtor defaults, the guarantee can suddenly become a major liability.

Acquisition due diligence should therefore investigate:

• suretyships;
• guarantees;
• letters of guarantee;
• mortgages;
• pledges;
• share pledges;
• account pledges;
• comfort letters;
• cross-default arrangements;
• group financing agreements.

The SPA should contain a specific representation that no security, guarantee or financial support arrangement exists other than those expressly disclosed.

18. What If the Seller Says “You Did Due Diligence, So It Is Your Problem”?

This defence is frequently raised.

Its success depends heavily on the agreement.

A seller may argue:

“You had accountants, lawyers and tax advisers. You had access to the data room. You should have discovered it.”

A buyer may respond:

“You expressly warranted that the liability did not exist.”

The SPA should therefore regulate whether seller liability is affected by:

• actual knowledge;
• constructive knowledge;
• due diligence;
• information contained in the data room;
• matters generally available from public records.

Buyer-friendly drafting may state that warranties survive regardless of due diligence, except for matters expressly and fairly disclosed.

Seller-friendly drafting may make the buyer’s knowledge a complete defence.

This clause can determine the outcome of a multimillion-lira dispute.

19. Indemnity Is Often Better Than Arguing About Company Value

Suppose the seller warrants that there are no undisclosed tax liabilities.

After closing, the company pays TRY 12 million relating to a pre-closing tax inspection.

Without a well-drafted indemnity, the parties may argue about:

• whether the tax issue technically constituted a defect in the shares;
• how much the hidden liability reduced the share value;
• whether the buyer would have paid a different price;
• whether the loss was foreseeable.

A specific indemnity can simplify the analysis.

For example:

Seller shall indemnify Buyer for all taxes, penalties, interest and reasonable costs attributable to any period ending on or before Closing.

Then the main questions become:

1. Is the liability covered?
2. What amount was actually lost?
3. Was the claim notified properly?
4. Is it within the agreed survival period?
5. Do any contractual limitations apply?

This is one reason sophisticated M&A agreements use specific indemnities for known or high-risk issues.

20. Caps, Baskets and De Minimis Thresholds

Seller liability under an SPA is rarely unlimited.

The parties commonly negotiate:

De minimis threshold

Very small claims are ignored.

Basket

The buyer can claim only after aggregate qualifying losses exceed a negotiated amount.

Liability cap

The seller’s aggregate liability may be limited to a percentage of the purchase price.

Fundamental warranties

Title to shares, authority and certain other fundamental warranties may have a higher or unlimited cap.

Tax claims

Tax liabilities may have their own separate cap and survival period.

Fraud

Fraud and intentional concealment are normally treated much more severely.

Turkish statutory law is also relevant: Article 221 of the Code of Obligations provides that a contractual limitation or exclusion of defect liability is ineffective where the seller is seriously at fault in transferring the defective subject matter.

Accordingly, an SPA limitation clause should never be analysed without considering the seller’s conduct.

21. Escrow and Holdback Are Often More Valuable Than a Strong Judgment

Imagine that the buyer proves a TRY 50 million warranty claim three years after closing.

The seller has meanwhile:

• distributed the purchase price;
• moved abroad;
• transferred assets;
• liquidated a holding company.

A perfect indemnity clause may then have limited practical value.

For substantial acquisition risks, buyers should consider:

• escrow;
• purchase-price holdback;
• bank guarantees;
• parent-company guarantees;
• warranty and indemnity insurance;
• deferred consideration;
• set-off rights.

The practical question is not simply:

“Can we win against the seller?”

It is:

“If we win three years later, will there still be anything to collect?”

22. The Purchase Price Can Also Be Protected Through Completion Accounts

Some hidden liabilities are not truly “hidden misconduct.”

They arise because the company’s actual financial position at closing differs from the position used when calculating the price.

For example:

• debt was higher than expected;
• cash was lower;
• working capital was lower;
• receivables had deteriorated.

A completion accounts mechanism can adjust the purchase price after closing based on actual closing-date financial figures.

This is different from a warranty claim.

A purchase-price adjustment corrects the agreed price formula.

A warranty or indemnity claim compensates the buyer for breach of an agreed contractual protection.

The same event should not automatically be compensated twice.

23. Example: Undisclosed TRY 40 Million Lawsuit

Consider this scenario.

Buyer acquires 100% of Target A.Ş. for TRY 300 million.

The SPA contains a warranty:

“There is no pending litigation with a claim value exceeding TRY 500,000 except as disclosed.”

Two months after closing, Buyer discovers that a customer had filed a TRY 40 million damages action eight months before closing.

Seller knew of the lawsuit.

It was not in the data room.

It was not included in the disclosure schedule.

The claim ultimately results in Target paying TRY 25 million.

Liability toward the claimant

Target A.Ş. is ordinarily responsible because it is the defendant and its legal personality did not change through the share acquisition.

Buyer versus Seller

Buyer has a potentially strong contractual claim based on breach of warranty.

Depending on the precise circumstances, deliberate concealment may additionally raise fraud issues under Article 36 TBK.

Damages

The precise recoverable amount will depend on:

• the indemnification clause;
• causation;
• the definition of “Loss”;
• litigation costs;
• contractual caps;
• baskets;
• survival periods;
• mitigation duties;
• double-recovery provisions.

The existence of the company’s liability and the existence of the seller’s indemnification liability are therefore two different legal questions.

24. Example: Hidden Public Debt in a Limited Company

Now consider a more dangerous scenario.

Investor acquires 100% of Target Ltd. Şti.

The seller states:

“There are no tax or public debts.”

After closing, a substantial pre-acquisition public receivable becomes enforceable.

Target cannot pay.

The purchaser assumes:

“The debt belongs to the old shareholder because it arose before I bought the shares.”

That assumption may be wrong.

Article 35 of Law No. 6183 specifically addresses changes in ownership of limited companies and establishes statutory responsibility of transferor and transferee regarding pre-transfer public receivables within the scope of that provision.

The buyer may therefore face two fronts:

Public authority → target company / potentially responsible persons

and

Buyer → seller under the SPA

This risk makes tax and public-debt due diligence exceptionally important when acquiring Turkish limited companies.

25. What Should a Buyer Investigate Before Signing?

At minimum, legal due diligence should investigate:

Litigation

Pending court cases, arbitration, enforcement proceedings, mediation files, notices, claims and threatened disputes.

Tax

Tax returns, inspection reports, assessments, settlement records, tax litigation and historical restructuring arrangements.

Employment

Headcount, employment agreements, payroll, overtime, unused leave, severance exposure and employment litigation.

Social security

Premium compliance and outstanding assessments.

Commercial contracts

Change-of-control clauses, termination rights, penalties, exclusivity and minimum-purchase obligations.

Financing

Bank loans, shareholder loans, guarantees and security interests.

Corporate records

Share capital, share ownership, capital payments, shareholder resolutions and related-party transactions.

Real estate

Ownership, mortgages, encumbrances, zoning and leases.

Regulatory matters

Licences, permits, administrative investigations and sector-specific compliance.

Accounting

Reconciliation of financial statements with underlying bank and ledger records.

A data room full of documents should not be mistaken for due diligence.

The objective is to identify the legal obligations that do not appear clearly in the balance sheet.

26. What Should the Buyer Do Immediately After Discovering a Hidden Liability?

A disciplined response is essential.

The buyer should:

1. Identify when the underlying liability arose.
2. Determine whether the transaction was a share deal or business transfer.
3. Confirm who is legally liable to the third-party claimant.
4. Preserve all documents and data-room records.
5. Review the relevant seller warranty and disclosure schedule.
6. Review indemnification procedures and deadlines.
7. Notify the seller promptly and in the form required by the SPA.
8. Determine whether the seller has control or participation rights in defence of the third-party claim.
9. Avoid admissions that may prejudice indemnification rights.
10. Calculate the actual loss, including penalties, interest and defence costs where contractually recoverable.
11. Consider fraud immediately if intentional concealment is supported by evidence.
12. Check limitation and contractual survival periods before beginning prolonged negotiations.

The worst strategy is often to pay the liability, negotiate informally for two years and only then examine the SPA.

27. What Clauses Should Every Buyer Consider Including in the SPA?

For hidden-debt protection, a buyer should pay particular attention to:

• comprehensive litigation warranties;
• tax warranties;
• tax indemnity;
• employment and social security warranties;
• guarantee and security warranties;
• financial-statement warranties;
• absence-of-undisclosed-liabilities warranty;
• disclosure standards;
• knowledge qualifiers;
• materiality thresholds;
• claim-notification procedure;
• control of third-party claims;
• indemnification mechanics;
• caps and baskets;
• survival periods;
• escrow or holdback;
• set-off rights;
• fraud carve-outs;
• governing law;
• jurisdiction or arbitration provisions.

One of the most important provisions is often:

“No Undisclosed Liabilities.”

A carefully negotiated clause can cover liabilities that:

• are not shown in the accounts;
• have not yet become payable;
• are contingent;
• are disputed;
• have not yet resulted in litigation.

That provision may become the buyer’s most valuable contractual protection after closing.

28. Final Takeaway

When a hidden lawsuit or debt appears after a Turkish company acquisition, asking:

“Who owned the company when the debt arose?”

is not enough.

The correct analysis requires several separate questions.

If the transaction was a share acquisition:

The target company generally continues to bear its historical contractual, litigation and other liabilities because its legal personality has not changed.

The purchaser, merely by becoming shareholder, does not ordinarily become personally liable for the target’s ordinary private debts.

But economically the purchaser bears the loss through the company it has acquired.

The buyer must therefore examine whether the seller is required to reimburse that loss under representations, warranties, indemnities, fraud rules or other contractual and statutory remedies.

If the transaction was an acquisition of a commercial enterprise:

Article 202 TBK may directly impose historical enterprise liabilities on the transferee, while preserving the former debtor’s statutory joint liability for the relevant period.

If the acquired entity is a limited company:

Pre-acquisition public debts require exceptional caution, because Article 35 of Law No. 6183 creates statutory liability rules that can also reach the transferee shareholder.

The most dangerous acquisition is therefore not necessarily a company with visible debt.

It is a company whose purchase price was negotiated on the assumption that the debt did not exist.

A buyer can survive a known TRY 50 million liability by pricing it into the transaction.

What causes serious post-closing disputes is discovering the same TRY 50 million liability after the purchase price has already been paid.

For that reason, effective M&A protection requires three layers:

Due diligence before signing.

Strong warranties and indemnities in the SPA.

Real security for the seller’s post-closing obligations.

Because once the company has been purchased, the question is no longer simply whether the liability existed.

The question becomes:

Who contractually agreed to bear the cost when it finally surfaced?