In Turkish M&A practice, warranty and indemnity insurance, often shortened to W&I insurance and sometimes called representations and warranties insurance, is increasingly discussed whenever the parties want to reduce post-closing recourse against the seller. The commercial idea is simple: instead of leaving the buyer’s main recovery path entirely against the seller under the SPA, an […]
In Turkish M&A practice, a disclosure letter is one of the most important documents in a share sale, even though it is often treated as secondary to the share purchase agreement itself. Buyers usually focus first on price, closing conditions, and the representations and warranties package. Sellers, on the other hand, often see the disclosure […]
In Turkish M&A practice, buyers are no longer the only side expected to investigate legal risk in depth. Increasingly, sellers also prepare the business for sale through a structured vendor due diligence process. In simple terms, vendor due diligence means the seller reviews the target before the buyer does, identifies legal and commercial weaknesses, and […]
A successful acquisition of a Turkish company is rarely the result of price negotiations alone. In practice, the real success factors are structure, timing, regulatory screening, document readiness, and disciplined post-closing integration. Türkiye’s official investment guidance states that the country’s FDI framework is based on equal treatment, that international investors have the same rights and […]
Startup acquisitions in Turkey are no longer niche transactions. Türkiye’s official investment materials describe the local startup ecosystem as supported by business angel networks, venture capital and private equity funds, accelerators, technoparks, mentors, and government agencies. The same official source states that Türkiye’s startup ecosystem produced six unicorns since 2020 and attracted USD 5.6 billion […]
In Turkish deal practice, a non-compete clause is often one of the most heavily negotiated parts of the transaction documents. Buyers usually argue that they are not only acquiring shares or assets, but also the target’s customer base, goodwill, know-how, management relationships, and market position. Sellers, on the other hand, usually want enough freedom to […]
Earn-out mechanisms have become one of the most practical pricing tools in Turkish M&A transactions, especially where the buyer and seller disagree on valuation, future growth, customer retention, EBITDA quality, or the real sustainability of the target’s business after closing. In simple terms, an earn-out allows part of the purchase price to be paid later […]
In Turkish M&A practice, signing is often the easy part. The more difficult phase begins after closing, when the parties start testing whether the business, assets, contracts, compliance status, and financial position of the target actually match the assumptions built into the deal documents. That is why post-closing disputes in Turkish M&A deals are so […]
Cross-border mergers and acquisitions involving Turkish companies continue to be one of the most important channels for foreign investment into Türkiye. The Turkish Competition Authority’s 2025 M&A Overview Report states that foreign investors planned investments in Türkiye-based companies through 55 separate transactions in 2025, with a notified value of about TRY 277.5 billion, while the […]
Real estate is often one of the most misunderstood value drivers in Turkish M&A. In some deals, the target’s most important assets are factories, logistics sites, hotels, retail units, offices, energy facilities, tourism land, warehouses, or development plots. In others, the target may look like a brand or operating business, yet the real estate under […]