Corporate and M&A

Respondents to Dykema’s 14th Annual M&A Outlook Survey expressed the highest level of optimism for the M&A market in the 14-year history of the firm’s survey.

Sixty-five percent of respondents expect the M&A market to strengthen over the next 12 months, significantly up from the mid- to high 30s where it has remained for the past several years. The increased optimism is tied to economic conditions, with 64 percent of respondents indicating a positive outlook on the economy during the next 12 months.

Read more: Dealmaker Optimism Soars to Record High in Dykema 14th Annual M&A Survey: Impact of Trump...

Author: Ozgur Kocabasoglu


Crowdfunding has finally entered into Turkish legislation through Omnibus Law no. 7061 dated 5 December 2017, by way of amending certain provisions of Capital Market Law numbered 6362. Although the amendments cover the mainframe of crowdfunding in a very basic form, detailed secondary legislations and policies are needed to implement crowdfunding as a successful system. In anticipation of the secondary legislation it would be beneficial to look at the regulatory approaches to crowdfunding within European Union (EU) Member States and United Kingdom (UK).

Read more: Regulatory Approaches to Crowdfunding in European Union

Author: Duygu Oner

Under Turkish law, the fundamental provisions regarding default and performance of debts are regulated under Turkish Code of Obligations numbered 6098 ("TCO"). Special provisions are regulated in Article 1530 of Turkish Commercial Code numbered 6102 ("TCC"), in relation to the performance period of pecuniary debts, and the emergence of the conditions for default, by referring to the "Directive on Combating Late Payment in Commercial Transactions" numbered 2011/7 of the European Parliament and Council ("2011/7/EU Directive") for the purpose of protecting the enterprises that supply goods and services against late payment risks for their pecuniary receivables.
As it is indicated in the preamble of the provision, many strong commercial enterprises use late payments as a financing instrument. However, this instrument puts the suppliers who provide goods and services to the strong commercial enterprises on the spot, it shakes up their financial situation, confuses competitive capacity and profitability, and it even drags them into bankruptcy1. 
The law-maker, in order to prevent late payments and protect small and medium-sized enterprises (SMEs) that supply goods and services against strong enterprises, stipulates through the provision under Article 1530 of the TCC that the debtor who fails to pay its debts in time goes into default without the necessity of notice, and that the creditor is entitled to default interest.

Read more: The Consequences of Late Payment in the Procurement of Goods and Services

Author: Gaye Spolitis

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?