A company may spend years building its customer portfolio, supplier relationships, pricing structure, technical know-how and commercial reputation. Then one of its shareholders establishes another company. The new company operates in exactly the same sector. The same customers begin receiving offers from the new business. Employees are approached. Suppliers are contacted. The shareholder appears to […]
A buyer acquires 100% of a Turkish company for EUR 15 million. The Share Purchase Agreement states that: Six months after closing, the buyer discovers a tax assessment relating to the pre-closing period, an undisclosed lawsuit and a substantial debt that never appeared in the financial statements. The seller responds: “You bought the shares, not […]
Introduction A founder raises investment, signs a term sheet, closes the funding round and finally sees significant capital enter the startup. Six months later, relations with the investors deteriorate. The board begins questioning the founder’s performance. The investor-appointed directors demand a new CEO. The founder is accused of missing targets, breaching reporting obligations or creating […]
Introduction A founder raises investment, signs a term sheet, closes the funding round and finally sees significant capital enter the startup. Six months later, relations with the investors deteriorate. The board begins questioning the founder’s performance. The investor-appointed directors demand a new CEO. The founder is accused of missing targets, breaching reporting obligations or creating […]
A startup is incorporated by three founders. On day one, the equity is divided equally: Six months later, Founder C decides that startup life is not for him. He stops working for the company, joins another business and contributes nothing further to the product. But he still owns one-third of the company. Three years later, […]
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: The buyer then asks the question that should have been addressed before closing: Who has to pay — […]
Corporate control does not mean unlimited power. In a Turkish joint-stock company, a majority shareholder may control the general assembly and may effectively determine who sits on the board of directors. However, neither the general assembly nor the board may disregard the Turkish Commercial Code, the articles of association, minority rights, the equal treatment principle […]
A company acquisition may appear complete when the share transfer is registered, the purchase price is paid and the buyer takes control of management. Then, several months later, a tax inspection notice arrives. The tax authority claims that the company: The buyer may immediately ask: “I did not create this tax liability. Can I recover […]
Introduction The death of a founder does not necessarily end a family business. It can, however, completely change the balance of power inside the company. A business that was previously controlled by one founder may suddenly have: The problem becomes particularly serious where the founder held a controlling interest. A company that effectively had one […]
A Turkish company owns a valuable shareholding in another business. The investment has a fair market value of approximately TRY 100 million. The company’s manager or board of directors subsequently sells that stake for TRY 25 million. The buyer may be an independent investor, another shareholder, a related company, a family member of the manager […]