Corporate and M&A


Author: Dennis O. Cohen, Schnader Harrison Segal & Lewis LLP and Judy Selby, Judy Selby Consulting LLC

Record numbers of M&A transactions were announced in 2017, and that number is expected to increase in 2018. That doesn’t mean, however, that every announced deal is completed, that the process is always smooth, or that buyers’ expectations were always met. The uncertainty that often abounds in the M&A context, concerning everything from the seller’s corporate governance to its cyber security posture, can create obstacles that can impede and even derail a transaction. 

To facilitate the process of getting to “yes,” more and more companies are turning to Representations and Warranties (R&W) insurance. R&W insurance can be a key transaction facilitator, which protects a party in the event of post-sale discovery of incorrect representations and warranties in a sales contract.

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Author: Prof. Dr. H. Murat Develioglu

The "Draft Law on Amendment to Certain Laws for the Improvement of the Investment Environment" has been prepared by the General Directorate of Laws and Decisions of the Turkish Republic Prime Ministry, and has been presented to the Turkish Grand National Assembly through a Directorate dated 30.1.2018. In the aforementioned Law, there are several amendments regarding the Code on Pledges of Movables in Commercial Transactions numbered 6750 (Code numbered 6750) - which has been heavily criticized because of its content. In this study, the important portions of these amendments shall be briefly examined.

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Mr. Dewan Faisal, Principal Associate of A.S & Associates has authored the "2018 M&A Report: Bangladesh", a chapter in The International Financial Law Review's (IFLR) international "M&A Report 2018". 

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Introduction

In cases where the means of an individual establishment is not sufficient due to the volume or technical features of the commercial operation that is planned, need for cooperation arises in order to carry such a commercial operation. Partnerships that are formed as joint ventures are frequently encountered in infrastructure projects, as well as in the transportation, energy and construction sectors. Particularly, companies are willing to participate in wide-ranging investments by combining forces under the structure of joint ventures and joint projects which makes for stronger investments by using each other's specialties and the strength realized through financing together.

Read more: Features of Joint Venture Contract in Turkey


Introduction

In joint stock companies, capital increases can be made through capital commitment or internal resources. Capital increases through internal resources enable the conversion into capital of the reserve funds and freely-usable parts of the statutory reserves, the funds that are allowed by legislation to be added to the capital and included in the balance sheet. It was a notable absence, in the former Turkish Commercial Code numbered 6762, not to embrace this frequently used method. That being said, Turkish Commercial Code numbered 61021 ("TCC") explicitly regulates this method under a separate article. This article examines the internal resources that are allowed by legislation to be added to the capital, as well as the procedures and conditions for capital increases through internal resources within the scope of the relevant provision.

Read more: Capital Increase through Internal Resources in Joint Stock Companies Att. Ecem Cetinyilmaz