Guleryuz Partners has advised Mercan Kimya on its acquisition of 30% of shares in Fevup Brands. Juris Attorney Partnership advised Fevup Brands.
Fevup Brands is an e-commerce investment company.
Established in 2004, Mercan Kimya is an R&D company in the chemical industry in Turkiye and currently operates in 85 countries
The Guleryuz Partners team included Partner Zahide Altunbas Sancak and Associates Beliz Boyall and Melisa Coskun.
Turunc has advised Bogazici Ventures on its investment in indie gaming company Last Bite Games.
Bogazici Ventures is a Turkish venture capital fund focused primarily on fintech, health tech, retail tech, and gaming.
The Turunc team included Managing Partner Kerem Turunc, Partner Yasemin Erden, and Associates Beste Yildizili Ergul, Naz Esen, Ovgu Kopal, and Baran Ezeli.
Dispute resolution clauses in contracts include arbitration agreements stating that the parties will attempt to resolve their disputes through mutual negotiation before going to arbitration proceedings, and if the dispute cannot be resolved in this way, arbitration proceedings will be resorted to.
In the event that negotiations prove unsuccessful, the parties agree to proceed with arbitration. This arrangement raises questions about whether such a provision casts doubt on the parties’ intent to exclusively resolve disputes through arbitration. Another issue pertains to whether initiating arbitration proceedings without fully engaging in or completing the negotiation process constitutes grounds for annulling the arbitral award. The 11th Civil Chamber of the Court of Cassation, in its decision dated 13.4.2022, did not include a discussion on whether the record regarding the attempt to resolve the dispute through negotiations before the initiation of the arbitration proceedings would cause doubts about the will to arbitrate.
Analysis of the decision suggests that the Court of Cassation holds the view that such conditions do not render the arbitration agreement invalid. In the case underlying the decision, the plaintiff in the annulment action – who served as the defendant in the arbitration proceedings – contended that arbitration was initiated without prior attempts at negotiation, thereby seeking the annulment of the arbitral award. During the arbitration proceedings, the arbitrators indicated that the parties would engage in negotiations while the claimant prepared the statement of claim. The Regional Court of Appeal, where the annulment action was lodged, determined that the claimant’s dispatch of two letters referencing the contractual clause mandating negotiation, the respondent’s response, and the arbitrator’s reminder about negotiation during the arbitration proceedings sufficed to fulfill the negotiation precondition. Nevertheless, the award fails to explicitly address whether the absence of any negotiation attempts before initiating arbitration would constitute grounds for annulment.
By Cemile Demir Gökyayla, Partner, and Omer Faruk Yasa, Trainee, KP Law
Balcioglu Selcuk Ardiyok Keki, working with the Paris office of Dentons, has advised 212 VC on its recent investment into Flow48.
According to the firm, UAE-based fintech Flow48 has raised USD 25 million in a pre-Series A funding round including Speedinvest, Daphni, 212, Blockchain Founders Fund, Unpopular Ventures, Endeavor Catalyst, and TLG, as well as NEA’s Scott Sandell.
212 is a venture capital firm that supports growth-stage tech start-ups with a presence in Istanbul, among others.
Flow48 offers working capital financing for SMEs by using its risk assessment engine to validate and underwrite short-term credit products focused on the companies’ revenue and predictability.
The combined BASEAK and Dentons team was led by Istanbul-based Partner Okan Arican and Paris-based Partner Pascal Chadenet.
Dentons and its Turkish affiliate Balcioglu Selcuk Ardiyok Keki have advised the lenders on QNB Finansbank’s dual currency loan including USD 241.5 million and EUR 235.7 million.
QNB Finansbank is a Turkish bank with headquarters in Levent, Istanbul.
The BASEAK team included Partner Gunhan Yalcin, Counsel Ceyda Aydin, and Associate Ceren Koksoy, with further Dentons lawyers in London.
BASEAK did not provide further information on the matter.
Charting Turkiye’s choppy seas, Kolcuoglu Demirkan Kocakli Partner Bihter Bozbay Inan dives into the country’s strengthening economic ties with the Middle East, its fiscal policies and upcoming local elections, and digital transformations in the banking sector.
“In the past two to three months, there haven’t been significant changes in Turkiye’s economic environment,” Bozbay Inan begins. “Year-end activities have primarily focused on closing deals, with legislative authorities returning from recess. However, the economy and fiscal changes remain areas of interest.”
“Despite recent diplomatic strains with Western countries, EU nations continue to be the top investors in Turkiye,” Bozbay Inan continues. “In the first nine months of 2023, they were followed closely by Middle Eastern countries. A notable development is the trade agreement with the United Arab Emirates, aiming for a trade volume of USD 25 billion in the next five years.” As she reports, this has already spurred an acceleration in M&A volumes and may result in Middle Eastern countries taking the lead in both M&A deal count and volume figures in the following years, considering that “the Middle Eastern countries’ deal volume had already reached USD 2.3 billion in 2022 – before the trade agreement – a record in Turkiye’s investment environment for the last five years.”
Focusing on specific sectors that are most attractive for foreign investors, Bozbay Inan says that “the focus is diverse, encompassing general commerce, energy, technology, healthcare, logistics, and banking. For instance, we’re currently representing Gulf investors in two major deals in logistics and healthcare – the completion of these investments will further boost the investment figures,” she says.
Looking ahead, Bozbay Inan reports that the country is looking at the local elections in March 2024 as pivotal. “Following that, we’ll have four years without elections, which typically implies market stability. Historically, election periods are marked by a ‘wait and see’ approach, impacting economic momentum.” Indeed, following the general elections of May 2023, matters seemed to have moved forward for the country. “After the May elections, the government adopted more orthodox and rational fiscal policies,” she continues. “For instance, interest rates were increased to 40%, stabilizing markets and bringing predictability. While local companies face high financing costs, this has led to a surge in the IPO market, with over 50 IPOs currently, as companies seek alternative funding,” she explains.
Zeroing in on other legislative changes of note, Bozbay Inan reports that the most recent one is “the increase in minimum capital requirements for establishing a Turkish company, effective from January 2024. This is a fivefold increase to TRY 50,000 for LLCs and TRY 250,000 for JSCs. Given inflation and the previous levels set in 2012, the impact is relatively moderate,” she explains.
Finally, Bozbay Inan shares that “the green economy is gaining momentum, accelerated by international and EU regulatory steps.” According to her, this is most evident in the banking sector, “which significantly influences the real sector. The digitalization of banking services, initially popular among tech-savvy consumers, is now gaining traction with corporate clients. The shift towards digital platforms, with their lower costs and secure channels, is poised to boost Turkiye’s digital economy,” she concludes.
Egemenoglu has advised the shareholder of Oktrade Kimya on the sale of the company to Azelis.
Oktrade Kimya is a distributor of specialty personal care ingredients.
Azelis is a specialty distributor of chemicals and food ingredients.
The Egemenoglu team included Partner Efra Aydin Can and Associates Buse Yonat and Buse Ozdamar.
Editor’s Note: After this article was published, CEE Legal Matters learned that the Bener Law Office had reportedly advised Azelis.
White & Case and its GKC Partners Turkish affiliate have advised joint bookrunners BofA Securities, BNP Paribas, and Citi Bank on a Reg S/Rule 144A USD 400 million debut issuance of 8.5% senior guaranteed notes by TAV Havalimanlari Holding. Linklaters and Paksoy reportedly advised the issuers and the guarantors.
TAV Havalimanlari Holding is an airport operator in the EMEA region. In addition to operating 15 airports – including in Croatia, Latvia, North Macedonia, and Turkey – TAV is involved in duty-free sales, food and beverage services, ground handling services, information technologies, security, and operation services. The company’s shares have been listed on the Istanbul Stock Exchange since February 2007.
The White & Case team included Partner Derin Altan and Associate Sehriban Unlu, alongside further team members in London.
Editor’s Note: After this article was published, Paksoy confirmed it had advised TAV Holding. The firm’s team included Partners Omer Collak and Okkes Sahan, Senior Associate Merve Kurdak, and Associate Melis Gencol.
Ebru Ince and Harun Gunduz have been appointed as Partners with Elig Gurkaynak Attorneys at Law. The same promotion round also saw Selen Ermanli Sakar and Can Yildirim promoted to Counsel.
Formerly a Counsel, Ince has been with the firm since 2021 and specializes in competition law. Before joining her current team, she spent twelve and a half years with the Turkish Competition Authority.
Gunduz, another former Counsel, is a competition law expert as well. He has been with the firm since 2021. Earlier, he spent almost seventeen years with the Turkish Competition Authority.
The appointments will become effective on January 1, 2024.
Hengeler Mueller has advised the Salzgitter Group on the sale of its 23% participating share in Turkiye’s Borusan Mannesmann Boru Yatirim Holding to the co-owner Borusan. Paksoy reportedly advised the Salzgitter Group as well.
Borusan is an international steel tube manufacturer. The company maintains locations in Turkiye, Italy, Romania, and the US. According to Hengeler Mueller, “in April 2023, Borusan had acquired the company Berg Pipe from Europipe, in which Salzgitter Mannesmann GmbH and AG der Dillinger Huettenwerke each hold 50% of the shares,” (as reported by CEE Legal Matters on May 2, 2023).
The Hengeler Mueller team included team members in Munich, Berlin, and Duesseldorf.