Category: Turkiye

I. Introduction

Special Purpose Acquisition Companies (“SPAC”), which are incorporated to achieve the purpose of investing and merging with a non-public company, were first introduced in the United States in 1990s and recently increased its popularity globally. Unlike other countries, SPACs entered into Turkish legal system relatively late with the Communiqué on Common Principles Regarding Significant Transactions and Appraisal Right (Communiqué No. II-23.1) of the Capital Markets Board (“CMB”), published in the Official Gazette dated 24.12.2013 numbered 28861(“Appraisal Right Communiqué”). Currently, there is no SPAC listed under Borsa Istanbul (“BIST”) in Turkey. SPACs are very similar to venture capital structure and can be considered as a strong alternative for investors and shareholders in Turkey as well.

II. Characteristics of SPACs

Article 4/1(a) of the Appraisal Right Communiqué defines SPACs as well as the exemptions and limitations that will apply. In general, Article 4/1(a) describes SPACs as joint stock companies bearing the phrase “special-purpose acquisition company” in their title, incorporated for the purpose of publicly offering at least half of their shares which will represent the capital after going public and merging thereafter with a non-public company in which SPACs intend to invest, in line with a timing and investment strategy predetermined by the prospectus filed during initial public offering (“Prospectus”). In this respect, characteristics of SPACs inferred from Article 4/1(a) could be listed as follows:  

– SPACs ultimate purpose is to merge with a non-public company (“Target Company”) after going public. To achieve this purpose, SPACs can determine potential Target Companies, negotiate with them, conduct legal, financial and tax due diligence and hire consultants for such purposes.¹  

– SPACs can use up to ten percent of the proceeds from the public offering for their activities. It is important to note that the activities should be specified in SPACs’ articles of association and/or in the Prospectus. 

– SPACs undertake, until the merger is completed, to utilize the proceeds of the initial public offering by investing in investment instruments such as deposits, government debt securities and similar instruments. Accordingly, SPACs are required to explain their cash management policies to the public with the Prospectus.

– SPACs are required to return any remaining amount from the proceeds to the non-founding shareholders in the event the intended merger is not completed within the predetermined time period.

– SPAC shareholders might benefit from voluntary buy back provisions instead of appraisal rights.

As it can be ascertained from their characteristics, SPACs, when compared with other types of public companies, have many advantages. For example, unlike private equities, SPACs do not have to spend much time and effort to find financing since they can use the money collected through going public instead of searching for investors.²  Additionally, from the perspective of the Target Company, SPACs offer a cheaper and simplified public offering process and allow the Target Company to become public (indirectly) even if it does not satisfy initial public offering criteria defined under relevant capital markets law regulations.³  

In accordance with the principles above and the provisions contained in Turkish Commercial Code numbered 6102 (“TCC”), SPAC will be incorporated as non-public joint stock company. Subsequently, SPAC will offer its shares to the public as per CMB regulations. The regulations, for instance, require all of SPAC’s capital to be paid, SPAC to use authorized institutions when going public, amend its articles of association and obtain approval of CMB etc. Different from such rules, Article 4/1 (a) of the Appraisal Right Communiqué also requires SPAC to publicly offer at least half of its shares that will represent its capital after going public. When calculating such percentage, total capital of SPAC including the shares offered to the public will be taken into consideration.⁴  

Lastly, SPACs will have to apply to BIST within two years after going public, provided that they do not merge with the Target Company or dissolve as a result of not merging within the intended time period. In order to get listed, SPACs will have to satisfy the conditions stated under Article 11 of the Quotation Regulation of BIST. According to Article 11, (i) market value of SPACs’ publicly offered shares must be minimum TRY 200 million and the ratio of its offered shares to paid-in or issued capital after public offering must be at least 50%, (ii) at least 80% of SPACs’ shares offered to public must have been sold to institutional investors, (iii) the ratio of total shares held by SPACs’ founders, board members and authorized managers to the capital of SPAC must be at least 10%; and (iv) SPACs’ founders, board members and authorized managers should undertake not to sell the shares they held before public offering inside or outside BIST from the date of public offering until the merger and for 12 (twelve) months following the merger. However, the new company will have to apply to BIST instead of SPAC and satisfy other conditions under the Quotation Regulation if the merger occurs within the two year period since SPAC will either dissolve or lose its status as a special acquisition company following the merger.⁵ 

III. SPAC Mergers 

Mergers of public companies are mainly regulated with the Communiqué on Mergers and Demergers (Communiqué No. II-23.2) published in the Official Gazette dated 28.12.2013 numbered 28865 (“Merger Communiqué”). Although there are several exemptions under CMB regulations, general rules of the Merger Communiqué are applicable to SPACs and the Target Company. As a result, both companies will take board of director and general assembly resolutions, apply to CMB, obtain opinion of expert institution, prepare merger agreement/report and make public announcement. In this context, exemptions granted to the SPACs with the CMB regulations could be briefly explained as follows: 

– Restrictions regarding mergers that could result in change of control will not apply to SPACs.  According to Article 12/4 and Article 12/5 of the Merger Communiqué, mergers where public company’s shareholders end up as minority shareholders are prohibited. However, SPACs will be able to merge with companies with greater net assets and end up being the minority since they fall into the exemption.⁶ 

– Pursuant to Article 4/1 (b) of the Merger Communiqué SPACs will acquire, within the scope of the price and other terms defined under the Prospectus, the shares of (i) the shareholders who voted against the merger in the general assembly meeting and (ii) the non-founding shareholders in case of dissolution of SPAC, instead of acquiring shares in line with appraisal right provisions. 

– In the event where the SPAC is the acquirer and a change of control happens as a result of the merger, SPAC can be exempted from making tender offer to the shareholders who have voted against the merger as per Article 18/1 (d) of the Communiqué on Takeover Bids (Communiqué No. II-26.1), as long as SPAC buys such shares in accordance with the buy-back provisions. Unlike the other exemptions, an application has to be made to CMB in order to benefit from this exemption.

– Share sale restrictions will not apply to mergers where SPACs are a party. According to Article 6 and Article 7 of the Merger Communiqué, if the acquiring company’s shares were not traded in the exchange before the merger, such shares cannot be sold in the exchange in 6 the (six) month period after the date the acquiring company’s shares began to be traded in the exchange. As a result of the exemption, SPACs will be able to trade such shares in the exchange.

On the other hand, it is important to note that SPACs can only become the acquired company if the Target Company is a joint stock company since only shares of joint stock companies can be publicly traded in the capital markets. 

Finally, SPACs will dissolve and enter into liquidation process in accordance with the TCC if they cannot find the Target Company or complete the merger transaction due to other reasons (e.g. shareholders reject the proposed company in the general assembly meeting) within the intended time period. In such case, SPACs will buy shares of the non-founding shareholders before liquidation process as per the voluntary buy back provisions.

IV. Conclusion 

While the SPACs have been introduced to the Turkish legal system with the Appraisal Right Communiqué in 2013, it is still not a preferred option in Turkey, regardless of the easier merger structure and advantages provided by the CMB. However, with the rising trend of incorporating SPACs in other countries, it is likely that Turkish investors will be inclined to use SPACs as an investment tool in the future. 

(First published by Mondaq on October 15, 2019)

1. _{Derin Altan & Nil Acar, Yeni Bir Alternatif Yatırım Aracı: Birleşme Amaçlı Ortaklıklar, Dokuz Eylül Üniversitesi Hukuk Fakültesi Dergisi vol.16, 1, 251-268 (2014)}
2. _{Nilsson, Gül Okutan, Sermaye Piyasası Hukukunda Birleşme Amaçlı Ortaklık 58 (1st ed. 2016)}
3. _{Id. at 68}
4. _{Id. at 75}
5. _{Id. at 219}
6. _{Id. at 190}

By Gonenc Gurkaynak, Partner, Damla Dogancalı, Counsel and Defne Kahveci, Associate  ELIG Gürkaynak Attorneys-at-Law

By way of background, in January 2019, the Capital Markets Board (“CMB”) had issued an announcement on its website on the Draft Communiqué on Equity Crowdfunding . The CMB has now officially published the Communiqué on Crowdfunding No. III-35/A (“Communiqué”), on October 3, 2019. The Communiqué entered into force as of October 3, 2019.

The Communique appears to be in line with its draft, and addresses several main topics such as, (i) crowdfunding platforms, (ii) activities of crowdfunding platforms, (iii) subscription to crowdfunding platforms and the campaign process and (iv) areas for the use of the funds and venture capital firms.

The Communique requires crowdfunding platforms to apply to CMB for listing and to comply with specific requirements. For instance, a crowdfunding platform must be established as a joint stock company with a fully paid minimum capital of TL 1,000,000 and must include “Crowdfunding Platform” in its trade name. Per the Communiqué, crowdfunding platforms cannot carry out activities other than crowdfunding, except for consultancy services to be provided to venture capital firms. They are also required to establish a campaign website for each venture capital firm or project and provide periodical updates for a period of 5 years, in addition to instantaneous updates on the target and remaining amount of funds to be collected, number of investors and the remaining period for each project.

The Communiqué determines a maximum limit of TL 20,000 or 10% of the investor’s declared yearly net income (which cannot exceed TL 100,000) for the amount each investor may invest in a given project within one year, and the maximum amount of funds project owners and venture capital firms may raise through crowdfunding: this is limited to the issue threshold announced by the CMB through its annual bulletin. The Communiqué also limits crowdfunding platforms’ promotional activities, where crowdfunding platforms can only promote completed projects and/or achieved venture capital firms within their advertisements and other promotional activities.

As for the platforms located outside Turkey, the Communiqué excludes crowdfunding activities participated by Turkish citizens through platforms which are located outside of Turkey, and the accounts which are opened and operated abroad for this purpose, on the condition that no promotional or marketing activity has been carried out for these crowdfunding activities in Turkey, in a manner that targets residents in Turkey. For the purposes of this exclusion, establishing a workplace in Turkey by foreign platforms, establishing a Turkish website, directly or indirectly, through persons or institutions resident in Turkey, promoting crowdfunding activities will be deemed as “activities that target residents in Turkey” and will fall under the scope of the Communiqué.

(First published by Mondaq on October 3, 2019) 

By Gonenc Gurkaynak, Partner; Ceren Yıldız, Associate; and Nazlı Gurun, Associate; ELIG Gürkaynak Attorneys-at-Law

The authority to initiate dumping or subsidy examinations, upon complaint or, where necessary, ex officio, has been given from the Ministry of Economy to the Ministry of Trade (“Ministry”). Within the scope of this authority, the Ministry announces its decisions with the communiqués published on the Official Gazette.

During the third quarter of 2019, the Ministry has initiated several anti-dumping and expiry review investigations and announced its decision upon concluding two expiry review investigations.

Below is a bullet-point summary of the status of the trade defense cases initiated, concluded or amended during the third quarter of 2019:

-Communiqué No. 2019/21 dated July 6th, 2019 concerning the imports of yarns out of synthetic and artificial discontinuous fiber (staple fiber yarn) originating from the Republic of Indonesia: 

The Ministry initiated an anti-dumping investigation against imports of products classified as “yarns out of synthetic and artificial discontinuous fiber (staple fiber yarn)” under the CN Codes 55.08, 55.09 (except 5509.52, 5509.61 and 5509.91), 55.10 (except 5510.20) and 55.11 from the companies PT Elegant Textile Industries and PT Sunrise Numi Textiles located in the Republic of Indonesia.

-Communiqué No. 2019/22 dated August 4th, 2019 concerning the imports of plastic made pacifiers, feeding bottles and other infant nutrition, lactation and care products originating from the People’s Republic of China and the Kingdom of Thailand: 

The Ministry initiated an anti-dumping investigation against imports of products classified as “plastic made pacifiers, feeding bottles and other infant nutrition, lactation and care products” under the CN Codes 3923.21.00.00.11, 3923.29.10.00.11, 3923.29.90.00.11, 3923.30.10.00.19, 3924.10.00.00.11, 3924.10.00.00.19, 3924.90.00.00.11, 3924.90.00.00.19, 3926.90.97.90.18, 8414.10.81.90.00 and 8414.10.89.90.00 originating from the People’s Republic of China and the Kingdom of Thailand upon the complaint of a domestic producer.

-Communiqué No. 2019/23 dated August 4th, 2019 concerning the imports of certain polyester products originating from the People’s Republic of China, the Republic of India and Malaysia: 

The Ministry initiated an expiry review in relation to the current dumping measures on imports of products classified as “others, polyester” under the CN Code 5402.47 originating from the People’s Republic of China, the Republic of India and Malaysia upon the complaint of a domestic producer. The complaint is supported by two further domestic producers.

-Communiqué No. 2019/24 dated August 4th, 2019 concerning the imports of polyester textured yarns originating from the People’s Republic of China, the Republic of Indonesia, Malaysia, the Kingdom of Thailand and the Socialist Republic of Vietnam: 

The Ministry initiated an expiry review in relation to the current dumping measures on imports of products classified as “polyester textured yarns” under the CN Code 5402.33 originating from the People’s Republic of China, the Republic of Indonesia, Malaysia, the Kingdom of Thailand and the Socialist Republic of Vietnam upon the complaint of a domestic producer. The complaint is supported by three further domestic producers.

-Communiqué No. 2019/25 dated August 4th, 2019 concerning certain imports of several blankets originating from the People’s Republic of China: 

The Ministry announced its decision upon the completion of the expiry review in relation to the current dumping measures on imports of products classified as “blankets of synthetic fiber (except those electronically heated) and traveling rugs ” under the CN Code 6301.40, as “other blankets and traveling rugs” under the CN Code 6301.90 and as “blankets obtained from only rolled or cut knitted pile fabrics” under the CN Codes 6001.10.00.00.11 and 6001.92 originating from the People’s Republic of China. As a result of the expiry review, the Ministry decided to cease the relevant anti-dumping duties.

-Communiqué No. 2019/26 dated August 4th, 2019 concerning imports of synthetic discontinuous fibers of polyester (polyester staple fiber) originating from the Republic of India, the Kingdom of Thailand and Chinese Taipei: 

The Ministry announced its decision upon the completion of the expiry review in relation to the current dumping measures on imports of synthetic discontinuous fibers of polyester (polyester staple fiber) under the CN Code 5503.20.00.00.00 originating from the Republic of India, the Kingdom of Thailand and Chinese Taipei. Accordingly, the Ministry decided to impose the anti-dumping duties (i) at rates 8,5% and 12% of CIF cost for imports originating from India, (i) at rates differentiating between 6,4% and 12% of CIF cost for imports originating from Taiwan, and (iii) at a rate of 12% of CIF cost for imports originating from Thailand.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances. 

By Gonenc Gurkaynak, Partner; Ceren Yıldız, Counsel; Sinem Ugur, Associate; and Nazlı Gurun, Associate; ELIG Gürkaynak Attorneys-at-Law

The mediation procedures have become a mandatory stage of commercial litigations in Turkish Law as of January 01, 2019. After only 4 months of practice, it appears that the success rate of mandatory mediation procedures is %65, according to the data published by the Mediation General Office of Justice Ministry of Turkey. As the national mediation procedure seems to be useful thus far, Turkey took a new step and signed the United Nations Convention on International Settlement Agreements Resulting from Mediation be known as the “Singapore Convention on Mediation” (“Convention”), which provides enforceability to international mediation agreements, on August 07, 2019 in Singapore.

I. Introduction

The Convention has been drafted by the United Nations Commission of International Trade Law (“Commission”) and adopted by the General Assembly during the 62nd plenary meeting held on December 20, 2018. The main motivation of the Commission is “to become an essential instrument in the facilitation of international trade and in the promotion of mediation as an alternative and effective method of resolving trade disputes”. Indeed, the mediation has always been a low-cost, swift and efficient way to resolve a dispute, in comparison to other dispute resolution methods, which can also be observed from the data obtained in Turkey, from a micro perspective. 

Heretofore, the mediation agreement breaches were brought before different dispute resolution venues, such as Courts or arbitrative alternatives, if any respective clause was placed in the mediation agreement. Considering that mediation itself is a way to avoid dispute through mutual agreement of both parties on certain topics; the bringing breach of agreement to courts practically beats the purpose of mediation, as it brings litigation back on the table again. Henceforward, direct enforceability of the international mediation agreements in any event of breach might steer parties of a commercial relationship into mediation. 

II. Scope of the Convention

The Convention is, basically, designed for the international mediation agreements concluded after a commercial dispute. However, the mediation agreements, even on commercial disputes, are still required to have some certain qualifications for the Convention to be applicable. Thus, the Convention is still inapplicable for commercial mediation agreements other than the ones described in the articleA1/1 of the Convention. Besides that, the mediation agreements, which are specifically mentioned in Article 1/2 of the Convention are also excluded from the scope of the Convention and accordingly, the Convention cannot be applied on them. 

a. Mediation agreements that are included to the Convention

The mediation agreements that are included into the scope have been clearly defined under Article 1/1 of the Convention. The qualifications required for applicability of the Convention have been described in the Article 2 of the Convention. With reference to the first article of the Convention, the parties are required to have the qualifications indicated below: 

i. The agreement should be borne from a mediation process

The motion of “mediation” has been defined in Article 2/1(3) for the purpose of clarifying article 1/1. Accordingly, mediation has been described as a process during which the parties are trying to reach a mutual conclusion on the dispute with the assistance of a third party, the mediator. It has been specifically mentioned that the mediator is not entitled to impose a solution upon the parties. Accordingly, it can be understood that the mediator only has the authority to lead the parties to a mutually beneficial solution.

Mediation, on the other hand, has a slightly different definition in the Turkish Mediation Law numbered 6325 (“Mediation Law”), regulating that mediation is a process wherein the parties gathers to find their own solution through communicating with and understanding each other with the assistance of an objective and specialized mediator who can offer solutions when the parties are not able to find their own solution.

Comparing the mediation definitions in the Convention and the Mediation Law, it is seen that the understandings of two legislations are quite similar, except for the slightly broader authorities of a Turkish mediator due to the capacity to “offer” a solution. Other than this, the concept of mediation is regulated in a very similar way in both the Convention and Mediation Law. 

ii. The agreement must be concluded in written form

A written agreement is one of the musts for applicability of the Convention. Therefore the Convention has a clear definition on the topic. While the wording implicates that the mediation agreement can only be written on paper, Article 2/1(2) provides that recordings of the content of the mediation agreement in any form is sufficient to fulfill this requirement. The tools that record the communication include electronic communication as well, provided that the information contained is accessible to be used as a subsequent reference later on.  

When it comes to the Mediation Law, there is no particular wording that provides an obligation regarding written or any other form with respect to the mediation agreement. However, the mediation process implied in Mediation Law stipulates almost every stage to be in written form.  Having said that, the mediation process should be applied to, preceded and completed with separate written reports, signed by the parties and the mediator. Therefore, regardless of this issue not being clearly stipulated in Mediation Law, the written form can be deemed to be mandatory in Turkish mediation procedures and it is not acceptable to put down any record in any form, except written form. 

iii. The agreement must be resolving a commercial dispute

The convention does not have a definition or explanation on what a commercial dispute is. Certain concepts are excluded from the scope of the Convention, from which can be derived what a commercial dispute is “not”. However, as seen in Article 1/1 of the Convention, in assessment of whether a dispute can be considered “international”, the locations of the place of business are regarded. Considering that “international” aspect of the dispute is the first and foremost condition for application of the Convention, which will be explained later on, it could be said that a commercial dispute is any dispute that pertains to the business affairs. 

The definition of “commercial dispute”, in other respects, is defined in Turkish Commercial Code, stating that every interaction related to a commercial undertaking is a commercial transaction. Accordingly, every dispute related to a commercial transaction is also considered as commercial dispute. 

At this stage, we believe it would be accurate to argue that, despite lack of a clear definition in the Convention, a commercial dispute can be understood as “any dispute in relation to a commercial undertaking in concordance with Turkish Commercial Code”. 

iv. The dispute must be international. 

Article 1/1 provides a detailed structure on what “international dispute” is. The element of “international” has been divided into two prongs.

The first is the parties’ having places of businesses in different State. The second is the parties’ having places of businesses in the same State, with two optional additional conditions being met. That is to say; if the substantial part of the obligations under the mediation agreement is performed in a State different than the place of business, the dispute is considered as an international one. On the other hand, if the subject matter of the meditation agreement is most closely connected to a place other than the place of business, then this would suffice for the dispute to be deemed international, as per the Convention. 

Having those requirements compared to Turkish Civil Private International Law, it is seen that the internationality element has been regulated in a very similar to the Turkish Civil Private International Law. 

b. Mediation agreements that are not included to the Convention

Article 1/2 of the Convention introduces several circumstances topics where the Convention will not be applied. To begin with, the first principle – as explained above – is the mediation agreement being concluded as a result of a commercial dispute. 

Besides the first principle, the Convention does not include in its purview the mediation agreements that are concluded as a result of disputes that are related to (i) personal, (ii) family, or (iii) household transactions of either party. This issue is important since, in Turkish Law, if one party is merchant, then the transaction is deemed to be a commercial one too. The Convention however excludes such transactions from its scope. In addition, mediations agreements concluded as a result of family law, inheritance law or employment law related disputes are excluded from the purview of the Convention as well. 

Article 1/3 of the Convention excludes mediation agreements on certain specific matters as well. That is to say; if a mediation agreement has been approved by a court or concluded in the course of a court proceeding, the Convention is not applicable to those mediation agreements. In the same vein, if the mediation agreement is enforceable as a judgement, the same goes for those mediation agreements as well. Finally, the mediation agreements that are recorded and enforceable as arbitral award cannot be subjected to the Convention either. Put succinctly any mediation agreement that has ever been made subject to any dispute resolution method is excluded from the purview of Convention.

III. Legal Outcome of the Convention with Respect to Enforceability of Mediation Agreements

The Convention renders the mediation agreements having the characteristics explained above enforceable under the procedural rules of the enforcing State and conditions laid down in the Convention. 

To be able to enforce a mediation agreement, the party relying on to the mediation agreement must provide a signed copy of the settlement agreement and necessary evidence documenting that the agreement has been concluded as a result of a mediation process. The Convention provide few examples to these evidence, such as mediator’s signature on the mediation agreements, and not stated as numerus clausus and can be tailored according to the conditions of the present case. The competent authority can always require any necessary document in order to verify that the requirements of the Convention are met, as per Article 4/4 of the Convention. 

The Convention will be applicable to the mediation agreements that are issued after the Convention enters into force, i.e. six months after deposit of the third instrument of ratification, acceptance, approval or accession, which is already completed done by 45 signatory States. 

Grounds for refusal of enforcement: The party against whom the mediation agreement is being enforced can object to enforcement of the mediation agreement, provided that; 

i. Either party of the mediation agreement was under some incapacity, 

ii. The mediation agreement to be enforced is null and void,

iii. The mediation agreement to be enforced is not binding or final,

iv. The mediation agreement to be enforced has been subsequently changed, 

v. The obligations of the mediation agreement have already been performed,

vi. The obligations of the mediation agreement are not clear or comprehensive,

vii. The enforcement of the mediation agreement would be contrary to the terms of the mediation agreement itself,

viii. If the mediator made a serious breach of the standards that are applicable to the mediator or the mediation, without which breach that party would not have entered into the mediation agreement, and

ix. There is a doubt on the mediator’s impartiality or independence that has a material impact or undue influence on a party without which failure that party would not have entered into the mediation agreement. 

The competent authority on the other hand can refuse the enforcement in case; 

i. The enforcement would be a contrary to the public policy of the enforcing State

ii. The subject matter is cannot be subjected to the mediation as per the local laws of the enforcing State. 

IV. Effects of the Convention to Turkish Law

Turkey is adopting a position encouraging mediation to lower litigation-related costs and time spent on long and complex litigation procedures. To that end Turkey signed the Convention on August 7, 2019 and the Convention will be deemed to be a part of Turkish Law after its due ratification. 

In comparison of the Convention and mediation regulations in Turkish Law, it is evident that the provisions are very similar each other with respect to legal understanding, overall system and motions. Further, the Convention provides that enforcement actions will be taken according to the State’s local law in compliance with the conditions of the Convention. 

As a result of the Convention, there will be no need to file cases based on breach of contract to enforce mediation agreements and the mediations agreements that have the qualifications and characteristics explained will directly be enforceable under Turkish legal system. Then again Turkish Enforcement Law has several different types of enforcement procedures and the Convention does not impose any method of enforcement, leaving this issue to the States. As this is the case, in Turkey these mediation agreements should be enforced as a Court decision, which is the procedure applied to the mediation agreements signed by both the parties and their attorneys and concluded as a result of mandatory mediation procedures. Also Article 4/5 of the Convention provides that the competent authority of the enforcing State should act expeditiously and the most expeditious method in Turkish Law regarding the enforcement procedures is the one allowed for the court orders. 

(First published by Mondaq on September 18, 2019) 

By Gonenc Gurkaynak, Partner, Tolga Uluay, Partner and Doruk Altın, Associate ELIG Gürkaynak Attorneys-at-Law