Aksan has advised PhiTech Bioinformatics on receiving an investment from the Maxis Arya venture capital fund.
PhiTech Bioinformatics translates genome-wide molecular data into biotechnology solutions primarily for use in precision medicine.
The Aksan team included Partner Alper Onar, Senior Associate Merve Kutukcuoglu Karpuzcu, and Associate Betul Colak.
Aksan did not respond to our inquiry on the matter.
Egemenoglu has advised Italian international transport company Savino Del Bene on its acquisition of majority stakes in Turkyie’s freight forwarding market players Trans Okyanus and Bogazici Ekspres.
Savino Del Bene is an Italian multinational operating in the field of international transport with more than 120 years of history and more than 5,000 employees in 60 countries. The company recently entered the Czech logistics market as well (as reported by CEE Legal Matters on August 18, 2023).
The Egemenoglu team was led by Partner Efra Aydin Can and included Associates Buse Yonat and Buse Ozdamar.
Pursuant to the Presidential Decree on the Increase of the Required Minimum Capital Amount for Joint Stock and Limited Liability Companies numbered 7887 published in the Official Gazette dated 25 November 2023 and numbered 32380 (“Decree“), the required minimum capital amounts set out in the relevant articles of the Turkish Commercial Code numbered 6102 (“TCC“) for joint stock and limited liability companies have been increased.
This Decree will be effective as of 1 January 2024.
Increased Minimum Capital Requirements
Our Assessments
The Decree is applicable to companies to be incorporated as of 1 January 2024 and it does not impose any capital increase obligation for existing companies. On the other hand, under the announcement text published by the Ministry of Trade, the companies are recommended to increase their share capital according to the new amounts mentioned above to strengthen their equity structure.
By Cisem Altundemir, Counsel, and Basak Armagan, Associate, Balcioglu Selcuk Ardiyok Keki Attorney Partnership
Kinstellar and its Turkish affiliate Gen Temizer Ozer, working with Ashurst, have advised British Petroleum on the sale of its downstream business in Turkiye to Vitol Turkish subsidiary Petrol Ofisi. Kolcuoglu Demirkan Kocakli advised Vitol and Petrol Ofisi on the deal.
Financial details were not disclosed. According to Kinstellar, the transaction is the most significant oil & gas deal of recent times in Turkiye and is expected to close in 2024.
The deal includes BP’s shares in BP Turkey Refining Limited and BP Petrolleri. BP Turkey Refining Limited holds a 51% stake in the ATAS Anadolu Tasfiyehanesi joint venture.
According to Vitol, “on completion, it is expected that Petrol Ofisi will have a network of around 2,700 service stations in Turkiye, an improved presence in major cities, underpinned by a strategic storage and infrastructure network. A network of around 770 BP-branded retail sites will be rebranded under Petrol Ofisi following completion.”
“We are very excited by this opportunity to build a stronger strategic platform to serve the Turkish market. We look forward to welcoming our new colleagues in due course,” Petrol Ofisi CEO Mehmet Abbasoglu commented.
The Vitol group acquired OMV Petrol Ofisi from OMV back in 2017 (as reported by CEE Legal Matters on March 14, 2017).
The Kinstellar and Gen Temizer Ozer team included Partners Baran Gen and Bulut Girgin, Counsel Mert Elcin, Senior Associate Seyma Olgun, and Associates Sila Ozge Sayli, Dilara Demir, Osman Tugberk Cakirca, Orcun Horozoglu, and Simru Tayfun.
Editor’s Note: After this article was published, Kolcuoglu Demirkan Kocakli announced the composition of its team including Managing Partner Umut Kolcuoglu, Counsels Begum Incecam and Neyzar Unubol, Managing Associate Busra Ozden, Senior Associates Ipek Yuksel and Ali Tunssav, and Associates Berkay Unel, Irem Okur, Elif Seyda Oluklu, Serra Nur Kahvecioglu, Esen Cakir, Orcan Cetinkaya, and Berkan Ozer. Kolcuoglu and Incecam (then a Senior Associate) were also part of KDK’s team that worked on the 2017 deal.
Additionally, Baykal Saris informed CEE Legal Matters that it advised the sellers. The firm’s team included Partner Cemre Demirkaya and Associate Dilara Topanoglu.
Paksoy has advised Ziraat Katilim Bankasi on a USD 500 million issuance of Islamic bond certificates on Euronext Dublin. Clifford Chance and its Turkish affiliate Ciftici Attorney Partnership advised joint lead managers Dubai Islamic Bank, Emirates NBD Capital, HSBC, and Standard Chartered Bank. Akin Gump reportedly advised Ziraat Katilim Bankasi as well.
According to Paksoy, this is the first “international sukuk issuance of a state-owned Islamic bank operating in Turkiye, and the offering was almost five times oversubscribed.”
The Paksoy team included Partner Sera Somay, Senior Associate Merve Kurdak, and Associates Melis Gencol Ince and Bengisu Yilmaz.
The Ciftci team included Istanbul-based Partner Sait Eryilmaz and Associate Bilgesu Cakmak. The Clifford Chance team included lawyers in Dubai and London.
Dentons Turkish affiliate Balcioglu Selcuk Ardiyok Keki has advised Emre Kurttepeli on the sale of Mynet Internet Teknoloji Anonim Sirketi to Mediazz Yeni Medya ve Teknoloji Yatirimlari Anonim Sirketi. Reportedly, Yondem Yigit Uclertopragi advised Mediazz.
Mynet Internet is part of the Turkish entrepreneurial and internet ecosystem.
Mediazz is part of the Istanbul Portfoy, the largest independent portfolio management company with domestic capital in Turkiye. According to BASEAK, “as Mediazz recently acquired the majority shares of Mackolik and 100% shares of Onedio, Mediazz gathered important media, sports, and entertainment organizations under a single roof by acquiring Mynet Internet’s media and web games operations.”
The BASEAK team included Partners Selahattin Kaya and Okan Arican and associates Muge Atalay and Orkun Usta.
Editor’s Note: After this article was published, YYU Legal confirmed it had advised Mediazz. The firm’s team included Partner Asli Yigit, Lawyer Ufuk Bektas, and Associate Gokce Kayaoglu.
Turkish Constitutional Court [“TCC“], in its decision no. 2023/36 E., 2023/142 K. published in the Official Gazette dated 13 October 2023, annulled Article 46, paragraph 1, subparagraph (b) of the Turkish Code of Administrative Procedure No. 2577 [“TCAP“], which regulates the appeal in administrative judiciary, by finding it in violation of the Turkish Constitution. The decision will enter into force on 13 July 2024, nine months after its publication in the Official Gazette.
Annulled Provision
The provision subject to annulment, Article 46, paragraph 1, subparagraph (b) of the TCAP, provided for the appeal procedure in respect of “tax actions, full remedy actions and actions filed against administrative acts, the subject matter of which exceeds one hundred thousand Turkish Liras“.
Pursuant to the Additional Article 1 of the TCAP, the monetary limits stipulated in TCAP were to be applied by increasing the revaluation rate determined and announced by the Ministry of Treasury and Finance for that year, effective from the beginning of each calendar year. In this context, the monetary limit stipulated in the law for appellate review was 581.000,00- (five hundred and eighty-one thousand) Turkish lira for 2023.
Grounds Introduced in the Annulment Request
In the request for annulment introduced by way of contention of unconstitutionality, it is stated, in terms of the expression “the subject matter of which exceeds one hundred thousand Turkish Liras” in the subparagraph (b), that the amount taken as the basis for the appeal may change every year depending on the revaluation rate, which leads to an inequality between the persons whose cases are concluded earlier and those whose cases are concluded later,. In a case where two lawsuits were filed on the same date with the same subject matter value; one of them could be appealable while the other cannot, since the subject matter value of a lawsuit may stay below the monetary limit due to the late establishment of regional court’s decision. Thus, it has been argued that this situation constitutes a violation of principles such as equality, the right of access to the court, and the right to request a review of the decision.
Grounds for Annulment by the TCC
The TCC, in its reasoned decision for the annulment, concluded that the relevant paragraph violated two fundamental principles.
Firstly, the relevant subparagraph did not specify whether the monetary limit for appeal shall be based on the date of filing of the lawsuit or the date of the decision of the appeal authority. The TCC stated that since the monetary limits change every year in terms of appealability, the date to be taken as the basis for the relevant application should be regulated in a clear and foreseeable manner in the law, and it was found that the relevant subparagraph did not meet the requirement of legality principle since it was not explicit, was unambiguous and unclear.
Secondly, no exceptions were envisaged in the subparagraph for the cases where the regional court revokes the decision of the court of first instance and renders a new decision. The TCC concluded that the finalisation of disputes, which cannot be considered insignificant due to the monetary value of the case, with the decision of the Regional Administrative Court without any further review, violated the right to legal remedies under Article 36 of the Turkish Constitution, and in this context, the “right to request that the decision is reviewed by another judicial authority”.
As a ground, it is stated that this limitation imposed an excessive burden on individuals and had a significant adverse impact on the balance of interests between the claimants vis-à-vis the administration to the detriment of the claimants, and that this situation therefore constituted a disproportionate limitation on the right to request that the decision is reviewed.
Conclusion
Despite the fact that the TCC has annulled the provision on the monetary limit in the administrative judiciary, this does not lead to the conclusion that the monetary limit for appeal is completely abolished. Indeed, as also recognised by the TCC, the existence of monetary limits on legal remedies does not by itself constitute a violation of the right to legal remedies as set out in Article 36 of the Turkish Constitution. The TCC annulled the relevant provision only because it did not provide protection only in terms of the principle of legal clarity and the right to request a review of the decision in specific circumstances. Accordingly, in the upcoming period until the entry into force of the annulment decision, a new regulation regarding the monetary limits may be introduced by eliminating the uncertainties mentioned in the reasoned decision for annulment.
By Selin Nacar Ozturk, Associate, Guleryuz & Partners
Competition law and data protection law are both regarded as essential parts of digital markets and the digital economy. Although they are two separate disciplines, these disciplines have started to overlap, especially when it comes to digital markets where the economic value of data has started to be discussed in conjunction with the concept of big data.
Indeed, in digital markets, data not only serves as data, but also is considered as a factor that ensures market power and/or dominant position. Especially after the Facebook decision by the German Competition Authority, the relationship between competition and data protection authorities and whether they can interfere with each other’s jurisdiction has started to be discussed worldwide. With the recently announced cooperation protocol between the Turkish Competition Authority and the Personal Data Protection Authority, it has become a matter of curiosity whether this debate can be resolved more easily in the Turkish practice. In this respect, the protocol, which strengthens the co-operation between the two institutions under Turkish law was published.
The Process that Started in Europe with the Facebook Decision
The Facebook decision dated February 6, 2019 issued by the German Federal Competition Authority “Bundeskartellamt” was an important launch point of the jurisdictional debate between competition and data protection authorities. In the decision, the terms of service applied to users by Facebook, which was determined to be in a dominant position in social networks, were discussed and certain restrictions on the processing of user data were stipulated. Previously, Facebook users were able to use the platform if they agreed the terms of service stipulating that Facebook may collect data including Facebook.com, but also through outside of the website and smartphone applications, including websites and applications owned by Facebook and the possibility of combining data collected by third parties and smartphones and transferring it to the user’s Facebook account. In this respect, third parties were able to collect data by using Facebook’s WhatsApp, Oculus, Masquerade and Instagram business services and third-party websites and applications. However, Facebook’s actions in question were deemed incompatible with both the principles of personal data protection and competition rules. The most important and most controversial aspect of the infringement decision issued by the German Federal Competition Authority was that the German Federal Competition Authority considered itself authorised to decide on Facebook’s breach of data protection rules in addition to competition infringements, and that the decision included assessments regarding the European Union General Data Protection Regulation (“GDPR“).
A legal action was filed before the Higher Regional Court of Düsseldorf against the decision of the German Federal Competition Authority, which prevented Facebook from processing combined user data on its platform without the consent of users. In that case, the Higher Regional Court of Düsseldorf sought the opinion of the Court of Justice of the European Union (“CJEU“) on how particular provisions of the GDPR should be interpreted and whether national competition authorities are entitled to apply the GDPR when investigating competition law infringements. In its decision dated 4 July 2023, the CJEU ruled that national competition authorities may apply the GDPR in their examinations of alleged abuse of dominant position. However, the CJEU also underlined that competition authorities may only use their competences to determine infringements of competition law, not to take over the duties of data protection authorities, and that they must cooperate with other authorities in the exercise of these duties.
A similar Facebook (now Meta) investigation was initiated in Türkiye and the Competition Board examined similar issues under Turkish competition law. The Board decided that Facebook had distorted competition by combining the data collected from Facebook, Instagram and WhatsApp services, which are referred to as core services, making it difficult for its competitors operating in the personalised social networking services and online display advertising markets and creating barriers to entry to the market. Similarly, the Board included assessments regarding the personal data protection legislation in its decision.
Protocol Signed Between The Authorities
Although the process that started with the Facebook decisions has raised questions between the jurisdictions of competition and data protection authorities, both the CJEU decision and the cooperation efforts of national authorities aim to facilitate the clarification of these grey areas. Accordingly, it was announced that a Cooperation and Information Sharing Protocol (“Protocol“) was signed between the Turkish Competition Authority and the Personal Data Protection Authority on October 26, 2023. In the joint announcement made by both authorities, it was stated that with the Protocol in question, the two authorities will cooperate on the following issues:
The announcement also stated that the Protocol and other efforts aim to establish effective competition in the market and to strengthen the control of consumers over their personal data.
Although global discussions continue in the areas where competition law and personal data protection law overlap, it is seen that the foundations of cooperation between the two authorities have been laid in Türkiye and it is aimed to work together by strengthening the communication between the institutions instead of embracing a conflict.
By Gokce Kuranel Albayrak, Senior Lawyer, and Aziz Can Cengiz, Attorney, Guleryuz & Partners
Kinstellar Turkish affiliate Gen Temizer Ozer has advised Property Finder and Zingat on the sale of 100% of Zingat to Hepsiemlak and Property Finder’s subsequent share subscription into Hepsiemlak.
The transaction is expected to close after the approval of the Turkish Competition Authority.
According to the firm, Property Finder is “the Middle East’s largest property portal and was the 100% shareholder of Zingat. Established in 2015, Zingat is one of the largest property portals in Turkey with a wide range of residential and commercial properties listed for rent and sale. Hepsiemlak is one of Turkey’s major real estate buying, selling, renting, and advertising platforms, under the umbrella of Dogan Holding.”
The Gen Temizer Ozer team was led by Partner Emre Ozer and included Partner Bulut Girgin, Counsel Mert Elcin, Senior Associate Irmak Seymen Varat, and Associates Osman Tugberk and Simru Tayfun.
Baker McKenzie Turkish affiliate Esin Attorney Partnership has advised Akbank on securing a 367-day syndicated loan from international markets in two tranches: USD 265.5 million and EUR 318.45 million.
Akbank is a Turkish bank. Together with its core banking activities, it offers a range of retail, commercial, corporate, private banking, and international trade finance services. According to its reports, in the first nine months of 2023, the loan support it provided to the Turkish economy increased to a total of TRY 1.094 trillion, with TRY 0.871 trillion in cash loans.
The Esin Attorney Partnership team included Partner Muhsin Keskin and Associate Seray Karaalp.