Corporate and M&A

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?

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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