Corporate and M&A


Author: Gaye Spolitis

Introduction
The Regulation on Application of Industry Cooperation Projects ("Regulation") entered into force through publication in the Official Gazette dated 17.02.2018 and numbered 30335. As indicated in the general preamble of the Public Procurement Law ("PPL"), the purpose of the PPL is to realize new practices regarding the works that require public expenditure and regulating tenders, and which are intended to generate income under separate laws in such a way so that the specific needs of the tenders are satisfied. The Regulation on Application of Industry Cooperation Projects is regulated in parallel with this purpose. The Regulation determines the rules and procedures that shall be applied to construction works and the purchase of goods and services that include industry cooperation applications that ensure innovation, naturalization and technology transfer pursuant to Public Tender Law numbered 4734. In this article, arrangements made under the Regulation shall be examined.

Read more: The Regulation on Application of Industry Cooperation Projects


All directors should be aware of the statutory and fiduciary duties that they owe to the company. The certain duties and responsibilities are listed at sections 171 to 177 of the Companies Act 2006 and include a duty to act in the company's best interests and promote its success.

For many directors, in particular those of small to medium enterprises, who are also shareholders, these duties in many instances come naturally to them because they fall in line with their own aspirations of maximising company profits. However, it is crucial to recognise that a limited company is an entirely separate legal entity to that of the director and there should be recognition that what is best for the shareholders can sometimes not be what is in the interest of its creditors, especially when the spectre of insolvency appears.

Read more: When do directors contemplate the interests of a company’s creditors?


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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Authored by Lindsay Gehman; Originally published in The Daily Journal, May 24, 2018.

Advertisers continue to utilize influencer marketing as an effective means of connecting with their target consumers and achieving a high ROI. As such, it is imperative that advertisers and influencers enter into written agreements at the outset in order to ensure an effective campaign and a mutually beneficial relationship between the parties. Written influencer agreements allow the advertiser and influencer to get on the same page about expectations and risk allocation in order to help prevent future disputes.

Here are five essential provisions of every influencer agreement, which are drafted from the perspective of the advertiser/agency. Another key consideration when drafting influencer agreements from the agency’s perspective is to ensure that the influencer agreement (just like any other vendor agreement) ladders up to the agreement between the agency and its client, the advertiser, as tightly as possible.

Read more: Five Essential Provisions to Ensure an Effective Influencer Agreement


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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