Corporate and M&A

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". 

Click here to read the report.

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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


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

Author: Duygu Oner
Turkey ratified the Convention on the Contract for International Carriage of Goods by Road ("CMR") in accordance with Act No. 3939 dated 7 December 1993, and the CMR entered into force in Turkey on 31 October 1995.  In accordance with Article 1 / 1 of the CMR, the carriage of goods by road shall be subject to the CMR in cases when the place of taking over of the goods and the place designated for delivery, as specified in the contract, are situated in two different countries, of which at least one is a contracting country, irrespective of the places of residence and the nationalities of the parties. The CMR is practically applicable to every carriage that begins or ends in or passes through Turkey. 

Read more: Carriage of Goods by Road under the Turkish Commercial Code

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The secondary legislation is introduced through publication in the Official Gazette dated 31 December 2016 and numbered 29935 (3rd Repeating) and entered into force on 1 January 2017 based on the Law on Movable Pledge in Commercial Transactions ("Law") numbered 6750 published in the Official Gazette dated 28 October 2016 and numbered 29871, and entered into force on 1 January 2017. With the innovations1 introduced to the existing regulations regarding movable pledge, it is aim to create an alternative method, particularly for small and medium-sized enterprises, to use movable pledges as security while obtaining financing. The implementation of movable pledges in commercial transactions has gradually increased with the enactment of the Law and the secondary legislation, which lead to formalization of movable pledge practices. In this sense, the content and the validity of movable pledge agreements ("Movable Pledge Agreements") have become significant.

Read more: Movable Pledge Agreements in Commercial Transactions