Corporate and M&A


Introduction
 
In principle, shareholders exercise their right to vote in general assembly meetings in accordance with the ratio of the total nominal value of their shares to the company's share capital. Each shareholder is entitled to one vote, even if it has only one share. Shareholders who do not possess a sufficient number of shares to have a meaningful role in the company's management need the support of the other shareholders, which they can provide by means of voting in the same vein as such shareholder, in general assembly meetings. In order to secure such other shareholders' voting support, a voting agreement is usually entered into between these parties. A voting agreement can be defined as an agreement that contains an undertaking as to vote in a certain direction or via a specific representative, not to vote completely or partially, or to give abstaining vote in the general assembly meeting(s) of a company1. This Newsletter article examines the legal characteristics, types, validity and limits of voting agreements, as well the consequences attached to the failure to comply with the provisions thereof.

Read more: Voting Agreements under Turkish Law


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“Property certificate” stands for capital markets instruments with equal nominal value representing a specific independent section (bağımsız bölüm), or a certain area of an independent section (bağımsız bölüm) of a property project, where the issue price of these certificates is used to finance an ongoing or upcoming property project.

Similar Examples of Property Certificates in the World

Property derivatives seen in different examples in England, Australia and the United States of America are similar to the property certificates that are intended to be rendered active in practice in Turkey, again. A typical property derivative transaction is the means to achieve securitization based on property via income, interest or swap[1].

Read more: Property Certificates in Turkey


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Introduction

On 6 December 2016, the European Commission (“Commission”) has approved the acquisition of all shares of LinkedIn by Microsoft (“Transaction”), subject to conditions. As a result of the Transaction, Microsoft acquired the sole control of LinkedIn. The Commission’s decision[1] is conditional upon the compliance with a series of commitments to be applied by Microsoft in order to preserve competition between professional social networks in Europe.

The Transaction was also notified in the United States, Canada, Brazil and South Africa, and was cleared by these countries´ competition authorities. After receiving clearance from the Commission, on 8 December 2016, Microsoft and LinkedIn announced[2] that Microsoft’s acquisition of LinkedIn has officially closed. Microsoft, by acquiring LinkedIn, aims to expand the standalone business of LinkedIn, and to integrate LinkedIn’s services and products within its own offering, enriching both the Microsoft and LinkedIn user experience[3].

Read more: European Commission Approves Microsoft’s Acquisition of LinkedIn Subject to Conditions


By Melanie Figueroa and Blake Baron

In a recent effort to foster increased public offering activity, the U.S. Securities and Exchange Commission (SEC) announced on June 29, 2017 that it will permit all companies to submit voluntary draft registration statements relating to initial public offerings (IPOs), certain follow-on offerings and national securities exchange listings for non-public review. This process will be available for nearly all offerings made in the first year after a company has entered the public reporting system. This benefit takes effect today, July 10, 2017. 

So, why is this an important change? 

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Author: Prof. Dr. H. Ercument Erdem

Pursuant to the Law on the Establishment of the Turkish Wealth Fund Management Joint Stock Company and on the Amendment of Certain Laws numbered 6741[1] (“Law No. 6741”), the purpose of the Wealth Fund is to contribute to the variety and to the depth of tools in the capital markets, to bring domestic public assets into the economy, to provide external resources, and to take part in strategic and large-scale investments. In this Newsletter article, the establishment and the characteristics of the Wealth Fund are analyzed.

Read more: Turkish Wealth Fund