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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 deals, the “real negotiation” usually happens inside the SPA (Share Purchase Agreement): warranties, indemnities, and restrictive covenants like non-compete and non-solicitation. Price matters, but the SPA decides who pays if something goes wrong after closing—an undisclosed lawsuit, hidden public debt, an employment claim, a broken license, or a key customer contract that […]
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