Category: Turkiye

The Bener Law Office has announced that Senior Associates Eren Ucok, Bahar Ulgen, and Batuhan Sahmay were promoted to Partner on January 01, 2018.

Eren Ucok joined the Bener team in 2007 straight after her university graduation. She advises clients on corporate law matters and, according to Bener, “she has been involved in a number of significant M&A transactions.”

Bahar Ulgen joined the Bener team in 2007 as a summer intern and then permanently in 2008 after graduating. According to the firm, “during her career in the Bener Law Office, Bahar has been involved in many significant M&A transactions and she is also active in capital markets transactions, including bond issuances and several IPOs. She is experienced in advising clients across various sectors (including publicly held companies) with regards to corporate retainer and contracts law.”

Batuhan Sahmay joined the Bener team in 2009 after spending time as a Trainee and a Summer Intern with Pekin & Pekin and Birsel, respectively. According to Bener, “during his career in the Bener Law Office, Batuhan advised clients in various sectors with regards to contracts, employment and labor law, immigration, and telecommunications law and became involved as a team member at due diligence stage in a number of M&A deals.”

A firm press release concluded that “Bener Law Office is looking forward to continuing its business with Eren, Bahar, and Batuhan’s devotion and diligence to their work and Bener Law Office.”

Paksoy has advised DyDo Group Holdings on the acquisition by its Turkish subsidiary Della Gida of 80% shares in Mavidag, a local water production company. The seller, the Merpez Family, retains 20% of shares in the company.

Paksoy reports that it supported Della Gida in all aspects of the transaction, including the due diligence, structuring, tax, and drafting and negotiation of the transaction documents, such as the subscription agreement, share purchase agreement, shareholders’ agreement, and share pledge agreement.

Paksoy’s M&A team was led by Partner M. Togan Turan, who worked together with Counsel Sansal Erbacioglu, Senior Associate Nazli Bezirci, and Associate Yasemin Ozman Ildirar.

Begum Incecam has been promoted Partner at Kolcuoglu Demirkan Kocakli.

Incecam has been working at Kolcuoglu Demirkan Kocakli since 2008. According to the firm, “she has broad experience in corporate law, M&A, capital markets, and competition law. Her experience includes a variety of transaction types, ranging from joint ventures to public and private M&A transactions. We congratulate Begum and look forward to her continued success as the firm’s partner.”

On December 5th, 2017, with the Omnibus Bill No. 7061 published on the Official Gazette, the Capital Markets Law No. 6362 (“Law”) is amended in a way to pave the way for the financing tool “crowdfunding” in Turkey.

As per the changes introduced under Articles 3, 4, 16, 35/A and 99 of the Law, Turkey is now one of the few countries which governs crowfunding in its domestic legislation. The Turkish Capital Markets Board (“Board”) is now authorized to regulate crowdfunding and license crowdfunding platforms in accordance with the legislation. The Board is also authorized to enact the secondary legislation for crowdfunding.

The idea behind the amendment is encouraging investment in start-ups by way of building a bridge between small-scaled funders and start-ups through online crowdfunding platforms.

Our article hereby summarizes how crowdfunding works and the principles under the Law.

I – What is Crowdfunding?

Crowdfunding, as explained by the European Commission, is a way of raising money to finance projects and businesses. It enables fundraisers to collect money from a large number of investors (investors can include companies, non-profit organizations, and individuals) via online platforms.

In Turkey, Article 3 of the Law describes crowdfunding as “fundraising through funding platforms in an attempt to provide a project or entrepreneurs with the required funding within the principles set forth by the Board, without being subject to provisions related to investor compensating of the Law.”

There are more than 600 crowdfunding platforms around the world, with fundraising reaching billions of dollars annually, according to the research firm Massolution. According to a Commission Report published in 2015, amongst 510 platforms operating in the EU within the period under observation, the UK had the largest number of platforms (143), which also accounted for the majority of the €2.0 billion raised by the participating platforms in total. The UK was followed by France, with 77 platforms, Germany (65 platforms), the Netherlands (58 platforms) and Italy (42 platforms). 

II – How Does Crowdfunding Work?

Crowdfunding, so-called “social media version of fundraising”, is a new sector and is still developing. According to the European Commission, fundraisers are usually charged a fee by crowdfunding platforms if the fundraising campaign has been successful. In return, crowdfunding platforms are expected to provide a secure and easy to use service.

While advantages of crowdfunding are piling up from reaching out to a global audience/customer group to actualizing a business idea almost without cost, there is, as always, the flip side of the coin.  Many platforms require entrepreneurs to meet their stated goals in order to receive the funds that have been pledged to their idea. This means if entrepreneurs fail to reach their pre-determined funding amount after putting in a longtime of work and effort, donations can be returned to the funders. 

IV – Legislative Criteria in Turkey

Below is the outline of new crowdfunding principles introduced with the Law in Turkey.

• The Board will be regulating crowdfunding within the boundaries of the Law and enacting the secondary legislation accordingly. 
• Online/electronically operating crowdfunding platforms will be required to obtain a license from the Board and those who carry out crowdfunding activities without obtaining a license from the Board, will face access ban of the website with the decision to be given by the Information and Communication Technologies Authority. 
• Crowdfunding will not be deemed as a public offering of shares, thus will not be subject to the related legislation such as requirement of issuing an offering circular.
• The Board will determine the rules and procedures applicable to establishment, shareholders, share transfers, employees, maximum funding limits of these platforms and fund collection for one project/company and will be authorized to monitor and audit compliance of crowdfunding activities with these standards.  
• According to Article 35/A of the Law, crowdfunding platforms and relationship between investors and entrepreneurs will be subject to the general conditions of Turkish laws (e.g. general rules under Turkish Commercial Code and the Turkish Code of Obligations). 

(First published in Mondaq on January 2, 2018) 

1. See at https://ec.europa.eu/growth/tools-databases/crowdfunding-guide/what-is/explained_es
2. See at https://www.entrepreneur.com/article/228125
3. http://www.europarl.europa.eu/RegData/etudes/BRIE/2017/595882/EPRS_BRI(2017)595882_EN.pdf

By Gonenc Gurkaynak, Managing Partner, Ceren Yıldız, Associate, and Ecem Elver, Associate, ELIG, Attorneys-at-Law

Yondem ⎮Yigit ⎮Uclertopragi has advised Tersan Tersanecilik Tasimacilik Sanayi ve Ticaret A.S. on a senior loan made to the company by the EBRD to finance the construction of a new floating dock for servicing, repairing, and maintaining commercial maritime vessels near Istanbul. CMS and Yalcin Babalioglu Boso Avukatlik Ortakligi advised the EBRD on the deal.

According to YYU Legal, “the primary purpose of the project is the strengthening of Tersan’s competitive position in the maritime vessel maintenance industry in Turkey along with sectoral expansion. Construction of the floating dock will enable Tersan to increase its capacity and achieve international best practice for operation of such facilities. The transaction will support improvements in corporate governance standards and business conduct and, in doing so, is expected to bring significant demonstration effects in the Turkish vessel building and maintenance sector.”

The YBB team consisted of Partner Burcu Boso, Senior Associate Kaan Saadetlioglu, and Associate Deniz Gunes, while the CMS team was led by Partner Ana Radnev. 

Paksoy has advised Ziraat Bank on its December 2017 entrance into a term facility agreement with China Development Bank. The lenders were reportedly advised by Norton Rose Fulbright and Pekin & Pekin.

According to Paksoy, “the facility agreement [was] signed for a loan of USD 200 million utilized in December 2017 and an additional loan of USD 400 million to be provided by China Development Bank is planned to be utilized in the first quarter of 2018.”

The Paksoy team was led by Partner Sera Somay and Associate Soner Dagli.

Norton Rose Fulbright and Pekin & Pekin did not reply to our inquiries.

Editor’s Note: After this article was published, Norton Rose Fulbright informed CEE Legal Matters that its team was led by Shanghai-based Partner Fei Kwok.

Paksoy has advised Unilever on Turkish elements of its EUR 6.83 billion sale of its margarine and spreads business to Kohlberg Kravis Roberts. The deal is expected to close mid-2018, subject to regulatory and employee approval.

The transferred business includes the Becel, Flora, Country Crock and Blue Band brands.

Paksoy describes KKR as “a leading global investment firm, based in New York and managing multiple alternative asset classes including private equity, energy, infrastructure, real estate credit and, through its strategic partners, hedge funds.”   

The Paksoy team consisted of Partner Stephanie Beghe Sonmez, Senior Associates Burak Kepkep and Selen Terzi Ozsoylu, and Associates Gulce Saydam Pehlivan and Zeynep Toma. 

Paksoy did not reply to an inquiry on the matter.

Editor’s Note: After this article was published Paksoy informed CEE Legal Matters that Simpson Thacher & Bartlett had advised the buyer on the deal.

Turunc, working aside international counsel Holman Fenwick Willan, has advised International Container Terminal Services on its acquisition of a 65% stake in Turkish port manager Evyap Deniz Isletmeciligi. Guzeldere & Balkan advised the sellers on the deal.

The sale remains contingent on final approval by Turkey’s Competition Authority.

Evyapport Container Terminal is the 4th largest privately owned port in Turkey with a capacity of 855,000 TEU. The port has a total area of 265,000 square meters.

ICTSI, founded by Filipino businessman Enrique Razon (reported to be the third-richest businessman in the Philippines, with a fortune of USD 5.2 billion), operates in 29 ports in Argentina, Australia, Brazil, China, Colombia, Congo, Croatia, Ecuador, Georgia, Honduras, Indonesia, Madagascar, Mexico, Nigeria, Pakistan, and Poland. 

The Turunc team consisted of Kerem Turunc, Nilay Enkur, Didem Bengisu, Gozde Kiran, Naz Esen, Beste Yildizili. Esin Camlibel managed Competition matters, and Gizem Gunel was responsible for Labor law matters.

The Guzeldere Balkan team was led by Partner Altug Guzeldere.

YYU Legal advised Erkunt Traktor Sanayii A.S. shareholders with respect to the sale of 100% of the shares of Erkunt Traktor to Mahindra & Mahindra Ltd. Yazici Law Offices advised the buyers on the transaction, which closed on December 1, 2017. 

Erkunt Traktor, which was incorporated in 2003, produces 23 different model tractors sold abroad under the Armatrac brand. The transaction also included the acquisition of Erkunt Sanayi A.S., 35% of which is owned by Erkunt Traktor, and which produces casting pieces for the automotive sector and heavy construction equipment. 

Mahindra — a holding company based in India — is the world’s biggest tractor producer. According to YYU Legal, the company is “a sector leader in manufacturing of transport vehicles, information technologies, financing services, [and] in addition to those businesses, [it] is also a strong player in space aeronautics, agricultural equipment, commercial vehicles, defense industry, industrial machinery, and logistics.” 

The YYU Legal team advising the Erkunt Traktor shareholders — Zeynep and Tuna Armagan and other Armagan family members -— was led by Partner Asli Yigit.

The Yazici Law Offices team was led by Senior Associate Ayse Yazici Adanir, supported by Associate Yunus Emre Bakiler..