A company has substantial cash. It also has shareholders, creditors and an operating business. Then one shareholder—usually a controlling shareholder who also manages the company—begins transferring money to another company that he or she owns or controls. The transfers may be described in the accounting records as: But there may be no genuine commercial reason […]
A debtor owes EUR 2 million. The creditor sends a payment demand. Within days, the debtor transfers the balance of his Turkish bank accounts to Switzerland, Dubai or Germany. In another case, the debtor does not transfer the money to an account in his own name. Instead, the funds are sent to: When enforcement proceedings […]
International trade creates a recurring enforcement problem. A Turkish company supplies goods, performs services, grants financing or fulfils another commercial obligation for a foreign company. The invoice becomes due. The foreign customer stops responding. The debtor may be incorporated in Germany, the United Kingdom, the UAE, Russia, Azerbaijan, the United States or another jurisdiction. Yet […]
A creditor obtains a judgment or begins enforcement proceedings against a company. Then something strange happens. The debtor company gradually stops operating. Its machinery is sold. Its vehicles disappear. Its inventory is transferred. Its trademark begins to be used by another company. Its employees move to another entity. The customers continue purchasing the same products, […]
Introduction A creditor obtains a judgment, starts enforcement proceedings and discovers that the debtor apparently owns nothing. Yet only months earlier, the debtor owned: The creditor then discovers that shortly before enforcement proceedings began, the debtor transferred the company or its shares to: The debtor may insist: “I do not own the company anymore. You […]
A debtor owes TRY 10 million. Before the creditor starts enforcement proceedings, the debtor transfers his apartment to his wife, brother, child, business partner or another third party. When enforcement eventually begins, the debtor has no assets registered in his name. The debtor’s defence appears simple: “I sold the property before you started enforcement. You […]
One of the most serious disputes inside a privately held company begins with a simple discovery. The company should have money. The bank account says otherwise. When the accounting records are examined, substantial amounts appear to have been transferred to another company controlled by the majority shareholder, a director, a family member or a business […]
An investor injects EUR 5 million into a Turkish technology company. In return, the investor receives Class A preferred shares carrying negotiated protections: Two years later, relations with the founders deteriorate. The founders increase the company’s capital, remove the investor’s board representative, approve a major related-party transaction and restructure the company’s shareholding without obtaining the […]
Introduction The shares have been transferred. The buyer controls the company. The seller has completed the closing. But part of the purchase price has not yet been paid. Instead, the Share Purchase Agreement (“SPA”) provides that the seller will receive an additional payment if the target company reaches certain post-closing performance targets. For example: The […]
The due diligence process is completed. The virtual data room has been reviewed. Financial statements have been analysed, litigation schedules checked, tax records examined and the Share Purchase Agreement signed. The acquisition closes. Six months later, the buyer discovers something that never appeared in the due diligence materials: an old supplier agreement, an undisclosed lawsuit, […]