Category: Turkiye

The Regulation on the Amendment (“Amendment Regulation”) of the Cosmetics Regulation (“Regulation”) was published in the Official Gazette dated 14 November 2022 and numbered 32013 and entered into force on the same date.

What Does the Amendment Regulation Bring?

The Amendment Regulation, which does not directly amend the provisions of the Regulation, has updated the lists in the Annexes of the Regulation which are (i) List of Prohibited Substances, (ii) List of Substances that Cosmetic Products Should Not Contain, (iii) List of Dyestuff that Are Permitted to be Used in Cosmetic Products, (iv) List of Preservatives that Are Permitted to be Used in Cosmetic Products and (v) List of UV Filters that Are Permitted to be Used in Cosmetic Products.

By Aslı Kınsız, Senior Associate, Burak Batı, Associate, and Zeynep Yalçın, Associate, Moral, Kinikoglu, Pamukkale, Kokenek

“As the crypto industry grows, there will be an increasing array of financial activities on the public blockchain. That’s why we want to make sure we’re ready to not only support that but also provide relevant services.” Tyrone Lobban, JP Morgan’s head of Blockchain Launch and Onyx Digital Assets

The point where Metaverse has come can be described as an advanced version of Web 3.0. Therefore, the metaverse; As a decentralized structure, it can be defined as a collaborative and designed internet experience managed by communities, with confidentiality provided by the blockchain. By 2030, the metaverse market is expected to be somewhere between 8-13 trillion dollars, and the number of users is expected to reach 5 billion in 8 years. When we examine the parcel prices of the lands sold in the metaverse universe, we see that JP Morgan draws attention to the fact that the price of the parcel in the universe doubled in only 6 months in 2021. In addition, in the Web 3.0 metaverse, the land parcel price, which was $ 6,000 in June, was promoted to $ 12,000 as of December. In June 2021. The sale price of land in Decentraland was $ 913,000, while real estate company Every Realm announced that it would build a shopping mall on the land it bought. While Gucci is preparing to buy land in Sandbox and offer a digital experience to its customers, Warner Music stated that it will establish a concert theme park on its land. For the volume to reach this level in the Metaverse world, improvements in infrastructure, hardware and storage are required.

What Is the Equivalent of Money in the Metaverse? How Will Values ​​Be Determined?

The money used in the Metaverse will not be the same as the physical money we use today. Cryptocurrencies will be used as today’s physical money in different types, so money flows will also become different from our physical world experience. Blockchain technologies will be the most important factor in ensuring an uninterrupted user experience. Different types of crypto assets are expected to dominate the metaverse. However, since the crypto money ecosystem is a multi-chain structure by nature, cryptocurrencies will need to coexist with central bank digital currencies and stable coins.

So, to buy NFT, it is necessary to open a crypto wallet first, then buy cryptocurrencies and get the NFT in question from the crypto marketplace. However, in the regions where regulations are appropriate in today’s metaverse ecosystem when the necessary infrastructures are provided, the consumer will not need to convert their money into crypto assets. NFT purchases can be made directly with a debit card and credit card. The recent collaboration between Coinbase NFT marketplace and Mastercard is an example of this situation. With this and similar collaborations, the complex processes required for NFT procurement will be left behind, and the competition between NFT marketplaces will increase.

Finance Side of Metaverse

When we talk about developments and regulations on issues such as laws to prevent money laundering, cryptocurrencies, property rights, De-Fi (Ethereum-based decentralized finance), and the existence of regulations, we arrive at the concept of ‘Finance in the Metaverse’. In the Metaverse, finance is abbreviated as ‘Meta-Fi’. Meta-Fi can be defined as an umbrella term covering all financial services that will be needed in the metaverse.

In Metaverse, a certain amount of time is required for the development of the technological infrastructure necessary for the virtual inter-world experience, the ease of use by the masses, and the increase of trust. To facilitate this entire transition process, a combination of products and services offered by metaverse finance (Meta-Fi), decentralized finance (De-fi), centralized finance, and traditional finance needs to be created. Thus, a new ecosystem will be created with new products specially designed to meet the unique needs of this sector. The financial infrastructure of this age, which is developing step by step, will be shaped by the developments in the metaverse. For users in this new world, a wide range of products and services, from Tokens or Items to financing a new business to be established in the metaverse, will be on our agenda soon.

Let’s talk briefly about which areas of finance will be touched and what developments will occur in the Metaverse. As explained above, the financial metaverse is an ecosystem where existing and traditional currencies and emerging digital-specific crypto assets, stable currencies, and central bank digital currencies coexist with new forms of money that exist thanks to blockchain technologies. We can say that the first of these areas is money and the second is property rights. It is thought that NFTs, which are immutable, unique, and capable of proving ownership, can be used to determine property rights in the Metaverse. The determination of property rights will also provide the necessary basis for the use, valuation, and trade of digital assets. We can say that within the scope of Meta-Fi, solutions for the needs of the purchase-sale transactions and financing of digital assets have begun to be produced. Showing NFTs as collateral while taking a loan or withdrawing a loan to get an NFT are the best examples in this regard. Of course, these are just the beginning steps. The third financial pillar in Metaverse is the wallet infrastructure. One of the most demanding tasks of finance in Metaverse in terms of time and technical resources will be to provide the wallet infrastructure. Currently, there are numerous cryptocurrencies available, financial flows proceed with multi-chain structures, and users can access their crypto wallets with methods called multiple private keys. All this causes financial transactions in the metaverse to be complex and challenging compared to the digital application experience that we are used to.

Financial institutions have a great responsibility to provide users with the experience they are used to and to organize and facilitate these processes. In addition, by starting to offer custody services to financial institutions, it becomes very important to provide users with an environment where they can securely perform transactions. In this regard, financial institutions around the world started to work with different developers on the necessary infrastructures for security and custody services. For example, BNY Mellon, the oldest bank in the USA, has signed with blockchain analysis company Chainalysis. It was stated that it will continue to work with Chainalysis and other leading fintech companies to provide Bitcoin custody services to its customers and to monitor their cryptocurrency compliance in the risk management program. Caroline Butler, Head of Global Custody, Tax, and Network Management at BNY Mellon, explained that they have developed their capabilities in the growing cryptocurrency industry and reflected this situation in their products.

For wallet and custody services in the financial metaverse, interoperability and cross-platform transitivity are of great importance due to the nature of the business. The financial infrastructure to be built accordingly must also adapt to this flexibility. It is predicted that a large number of micropayments will cover a large volume in metaverse finance. Therefore, there is a need for a financial structure that can work between different applications, is both decentralized and compatible with centralized platforms, can manage high transaction numbers without any problems, and can provide 24/7 service.

Financial institutions are expected to play an important role in providing liquidity, including certain De-Fi protocols. Therefore, in the metaverse, liquidity and markets are seen as other areas that makes up the financial pillar. Institutions are expected to provide liquidity support and take part in making De-Fi protocols more flexible and resilient. In addition, it is necessary to benefit from the knowledge and experience of financial institutions to create market stability and ensure efficiency in managing the exponentially growing number and diversity of digital assets. Institutions are expected to provide liquidity support and take part in making De-Fi protocols more flexible and resilient. In addition, it is necessary to benefit from the knowledge and experience of financial institutions to create market stability and ensure efficiency in managing the exponentially growing number and diversity of digital assets. An example of this is the combination of a real-life credit score and a credit score recorded on the blockchain to create a unique and hybrid credit score. The most important and final issue we need to address in the financial metaverse is decentralized finance. Meta-Fi can be considered as a new term that blends two technologies such as metaverse and De-Fi. In Metaverse, all decentralized financial instruments are gathered under the umbrella of Meta-Fi. Blockchain-based decentralization in Web 3.0 is needed to move activities and applications, where everyone can contribute and be rewarded, to the point where we expect the metaverse to come. As the Metaverse develops and progresses on its journey, financial solutions for all the needs and problems that will be encountered will be determined together by digital assets, applications, and real-life traditional financial solutions. So, it will be possible to provide more reliable, resilient, and innovative financial services.

In our next article, we will evaluate the banking sector and the legal dimension from the perspective of the financial metaverse.

By Onur Kucuk, Managing Partner, and Ezgi Anasiz, Associate, KP Law

The requirement of social isolation caused by the global pandemic, has brought forth a new world order. During this period, workplaces invested in technology in order to preserve their business and enhance their productivity while starting to conduct almost all their activities through digital communication channels. Home offices/remote work that began during such period now became a permanent working model across different sectors.

What is the Right to Disconnect?

The right to disconnect simply refers to the right of an employee not to respond to messages or calls, without any concerns, if they are contacted outside of working hours via e-mail or other work-related electronic communication channels.

Due to homes becoming offices as a result of the pandemic, the flexibility such created in working hours began to take away employees’ right to rest and leisure. The widespread use of digital devices puts pressure on the employees to be constantly accessible. The employee, thinking they have to answer even to non-urgent emails or calls at midnight, experiences a potential danger in terms of their health with the burden of being available at all times. In other terms, the blurred line between professional life and private life creates the necessity of protecting the fundamental rights and freedoms of the employee, especially their right to rest.

“Not Being Accessible Outside of Working Hours Cannot Be Grounds For Rightful Termination”

Although the Right to Disconnect is not yet directly regulated within the Turkish legislation, it is deeply associated with Article 50 of the Constitution regulating the right to rest and Article 24 of the Turkish Civil Code regulating personal rights.

Under the provisions of the Labor Law regarding working hours, it is accepted that the employee has the freedom not to work outside of working hours, except for special circumstances. In this regard, being inaccessible is not a rightful ground for termination of the contract, unless the employee gives written consent to be available during their resting hours. Workplaces that expect their employees to stay fully available outside of working hours are required by law to obtain written consent from the employees, except when the matter at stake cannot be postponed to working hours. On the other hand, there is no violation of such right if the employee continues to work voluntarily during their rest period.

How Did the “Right to Disconnect” Emerge?

In the case that the right to disconnect is not adopted and implemented, some of the most fundamental human rights and freedoms face a great threat.

The discussions regarding the right to disconnect began through a lawsuit filed in 2004 before the French Court of Appeals, where an ambulance driver dismissed his employer’s call during the lunch break. The French Court of Appeals ruled in favor of the driver, stating he had the right to disconnect during his break and thus the termination was unlawful. Following this court decision, reform studies were carried out under the leadership of the then French Minister of Labor, Myriam El Khomri, in order to improve the effects of digital transformation on workers’ rights. To that end, expert reports by numerous institutions were evaluated to draft a legal amendment. As a result of the studies carried out, the “Law on the Modernization of Work, Social Dialogue and the Assurance of Professional Career” introducing the provision regarding the right to disconnect to the French Labor Law came into force on January 1, 2017. Following in the tracks of France, other European countries such as Italy, Spain, Belgium, and finally the state of Ontario in Canada made reforms regarding the right to disconnect and incorporated this right into their legislation.

The Parliament of the European Union prepared and published the draft directive on the right to disconnect on January 21, 2021, and as a result, steps are being taken to ensure that all member states introduce minimum standards that will be integrated into their own legislations in order to improve the working conditions of workers. In Turkey, although it is not directly included in the legislation, said right is considered an extension of the right to rest as well as the fundamental rights and freedoms that are under constitutional protection.

Latest Developments Across the Globe on the “Right To Rest”

New Debates on the Reduction Of Workdays

In an effort to stop the decline in productivity stemming from the uncertainty of working hours, another debate sparked on the reduction of working days after the right to disconnect. The Belgian Government’s newly implemented policy of 4-day workweek, which has been on the agenda of social media in the recent past, is also closely related to the right to rest. With this method, the aim is for the employees to lead a high quality and low stress life by providing more time and space for family life. This is beneficial, not only for the employees but also for the employers, as the productivity and the value created by employees will increase during these 4 working days. Even though other countries also began to question their employment models with the Belgian innovation, it is clear to see that the reduction in working hours is a tough sell for some big scale corporations. Undoubtedly, as this test run in Belgium yields results, there will be more to discuss in the near future.

By I. Selin Nacar Ozturk, Associate, and Beliz Boyalikli, Legal Intern, Guleryuz & Partners

Dentons Turkish affiliate Balcioglu Selcuk Ardiyok Keki Attorney Partnership has advised Ace Games on a USD 25 million investment from Playtika. Baker McKenzie Turkish affiliate Esin Attorney Partnership reportedly advised Playtika.

Founded in 2020, Ace Games is a mobile gaming company.

Playtika is an Israel-based digital entertainment company that specializes in the development and publication of mobile casino games.

BASEAK’s team included Partner Selahattin Kaya and Associates Denizhan Uslu and Merve Colak.

In Turkey, parties of a dispute tend to resort to courts even if they have a valid arbitration clause for the respective dispute. In the Final Award in Case 8887 (“Case”), International Chamber of Commerce (“ICC”) ruled that the defendant Turkish company (“Defendant”), by pursuing an action in the Turkish Courts despite the existence of a valid arbitration clause, breached its agreement to arbitrate and therefore it is liable for damages which the claimant Italian company (“Claimant”) might suffer due to this breach. In this article, we will briefly share the details of the Case and touch upon the reasoning of the ICC for deciding that Defendant is liable for the damages that the Claimant might suffered due to this breach.

Summary of the Final Award issued by the ICC in Case 8887 (“Award”)

The Case involved a claim brought by the Claimant against the Defendant relating to civil engineering works that the Claimant was to perform on a liquid petrochemical trans-shipment facility in Romania. As per the agreement executed between the Claimant and the Defendant, contractual obligation of the Claimant was to carry out preparatory studies before the implementation of the project and the Claimant would have been retained as a consultant and supervisory engineer for the execution of the civil engineering and technical works in the case the Defendant decides to implement the project.

During the preparatory studies conducted by the Claimant, the Defendant informed the Claimant regarding the changes to the project and requested the Claimant to complete certain parts and postpone the others. The Claimant concluded the parts requested by the Defendant and stopped working for the others. At the end, the project was suspended.

The Claimant filed an application for arbitration and asserted that the Defendant breached the agreement by failing to pay for the services rendered. After the initiation of the arbitration by the Claimant, Defendant initiated a lawsuit in Turkey alleging that the Claimant had no valid claim against it. Also, Defendant alleged that the arbitration clause was null and void and the case at hand must be investigated by the state court. During the course of the arbitral proceedings, the arbitrator requested Defendant to refrain from pursuing the lawsuit in court and not to take any further action. However, Defendant did not abide by the anti-suit injunction and continued to argue that the arbitration agreement was invalid, and that the arbitration should stay under lis pendes during the arbitral proceedings since the arbitration and the lawsuit involved the same parties and subject matter.

As a result, the arbitrator ruled that Claimant was entitled to receive payment for the work performed, corresponding to half of the amount claimed by the Claimant. In light of the foregoing and due to the Defendant’s lack of collaboration for obtaining an expert opinion on the work performed by the Claimant and due to Defendant’s continuation of the proceedings in Istanbul Court despite the anti-suit injunction of the arbitrator, the arbitrator ruled Defendant to indemnify Claimant and to bear 75% of the arbitration costs.

Examination of and Evaluations regarding the Award

As mentioned above, during the arbitral proceeding, Defendant alleged that the arbitration clause is not valid based on the Turkish doctrine and judicial precedents and that ICC arbitration violates Turkish public policy because of the specificities of ICC procedure. As it is also stated in the decision of the ICC regarding the Case, a minority of the Turkish doctrine was of the opinion that the ICC violated Turkish public policy. However, having reviewed the Case, it is understood that the arbitration clause clearly shows the intent of both parties (i.e., Claimant and Defendant) on choosing arbitration for dispute resolution and the arbitration clause meets the formal requirements.

In addition to the foregoing, the Defendant also alleged that the agreement was superseded by a tri-partite agreement which did not have an arbitration clause. However, the arbitrator indicated that the parties and subject of the tri-partite agreement were different and there were no provisions indicating that the tri-partite agreement superseded the prior agreement. On the contrary, the tri-partite agreement referred to the prior agreement as an existing undertaking. Also, having reviewed the correspondence between the parties, the arbitrator noted that Defendant did not notify Claimant that the prior agreement was cancelled and superseded by the tri-partite agreement despite its allegations. Defendant requested Claimant to execute an agreement to cancel the agreement. However, this request was rejected by the Claimant.

As per the lis pendens objection, since there is a valid arbitration clause in the case at hand, the arbitrator determined that there is no need for the arbitration proceeding to be stayed pending and to wait for the outcome of judicial proceeding initiated by Defendant in Istanbul Court. On the contrary, according to Article II of New York Convention, “the court of a Contracting State, when seized of an action in a matter in respect of which the parties have made an agreement within the meaning of this article, shall, at the request of one of the parties, refer the parties to arbitration, unless it finds that the said agreement is null and void, inoperative or incapable of being performed.” Since the New York Convention has been ratified by Turkey, the Turkish courts were required by Article II of the New York Convention to refer the matter at hand arbitration. In light of the foregoing, in the course of arbitration, the arbitrator requested Defendant not to take any further action in the court of Istanbul. However, despite the anti-suit injunction of the arbitrator, Defendant insisted on continuation of the lawsuit initiated before Istanbul Court and did not abide with the injunction.

As a result, the arbitrator ruled that “the lis pendens objection is admissible and Defendant is in breach of its agreement to arbitrate”. Therefore, Defendant is liable for the damages of Claimant which are in direct causation with the breach of the arbitration agreement. Since the Claimant had to instruct counsel in representing it in the Turkish proceedings (due to the Defendant’s breach of the agreement to arbitrate); the ICC decided that the amount to paid by the Claimant to Turkish counsel within the scope of the proceedings before the Turkish courts must be paid by Defendant to Claimant.

Conclusion

As seen in the Case, the arbitrator is able to punish the party initiating or continuing litigation in breach of the valid and existing arbitration agreement by awarding compensation. The Case constitutes a great importance since it shows that the damages arising from judicial measures that are incompatible with arbitration agreement must be recovered by the breaching party as they arise from a breach of arbitration agreement.

By Gonenc Gurkaynak, Partner, Tugba Uluay, Counsel, and Isil Ertekin Cokca, Associate, ELIG Gürkaynak Attorneys-at-Law

On October 26, 2022, the Turkish Competition Board (“Board”) published its reasoned decision dated June 23, 2022 and numbered 22-28/443-180, upon its preliminary investigation initiated against six undertakings (i.e. Ahmet Tanrıbuyurdu, Emin Helal Et ve Gıda A.Ş., Göktaşlar Et-Et Ürünleri Yan San. ve Tic. Ltd. Şti, Namet Gıda Sanayi ve Ticaret A.Ş., Pınar Entegre ve Un Sanayi A.Ş. and Sultan Et ve Gıda Üretim Tic. Paz. Ltd. Şti.) that are active in the red meat industry to determine whether the undertakings have violated Article 4 of Law No. 4054 on the Protection of Competition (“Law No. 4054”).

The preliminary investigation was initiated upon the application of the Ministry of Agriculture and Forestry (the “Ministry”). In its application, the Ministry noted that it received numerous complaints that animal breeders controlled the red meat supply through the correspondences in their WhatsApp groups and raised the prices in the sector artificially. The Ministry also noted that the statements made by the non-governmental organizations active in the industry supported such claims and thus requested the matter to be investigated in light of Law No. 4054.

Although the Board found in the on-site inspections made in the premises of the investigated undertakings that there is a WhatsApp group where 256 participants including competitor undertakings that are active in the sector discuss, among others, current slaughter prices (i.e. the price applied by the slaughterhouses for per kilogram of carcass meat) and rising costs, the Board decided that the undertakings did not violate Article 4 of the Law No. 4054 on the ground that there is no concrete finding indicating the existence of an anticompetitive agreement and/or concerted practice.

The Board’s Market Research

First of all, the Board defined the relevant product market as the “red meat market” considering the activities of the investigated undertakings and other undertakings operating in the sector. With respect to the geographical market, the Board considered the market as “Turkey” given that (i) the livestock may be sent to different regions for slaughtering should the prices applied in different regions render such a transfer profitable and (ii) the red meat market has an extensive distribution network throughout the country.

Before delving into its assessment of the communication evidence, the Board made detailed explanations about the red meat industry. In this regard, the Board underlined increasing costs and decreasing profitability in the market. In more detail, the Board first noted that (i) the most important costs items for red meat production consist of the costs of livestock and feed and (ii) the rise in the feed costs due to the increasing inflation and currency rates directly affect the cost of red meat production. The Board then referred to the red meat/feed parity (i.e. amount of feed that can be purchased by a kilogram of red meat) and stated that, in order to earn a profit, an animal breeder should be able to buy 23 kg feed in return for the sale of 1 kg red meat. To that end, the Board highlighted that the amount of feed that can be purchased by a kilogram of red meat was 22.65 kg in 2018 and decreased to 15.34 kg in 2022.

The Board’s Analysis of the Communication Evidence in light of the Market Dynamics

The decision includes the findings obtained in the on-site inspections conducted at the premises of the undertakings subject to the preliminary investigation. All the findings of the Board listed in the decision pertain to correspondences in the WhatsApp group named “Animal Breeding Platform” (Hayvancılık Platformu). The said group with 256 participants was created on January 2022. The participants consist of representatives of undertakings operating in the market at different scales, persons with knowledge about the market or are well-known in the market, journalists and representatives of various non-governmental organizations.

From the WhatsApp correspondences included in the decision, it may be inferred that the participants discussed (i) current slaughter prices in specific regions and for different kinds of animals, (ii) their expectations on the slaughter prices, (iii) business strategies, (iv) government policies and (v) rising costs. In one of these correspondences, it is stated that “Friends, the prices of the meat is significantly increasing but we still make a loss. If the feed prices do not decrease, we will keep making a loss. We are not able to buy new livestock in place of the one we sold. If the Ministry does not decide on imported livestock, there will be significant problems in the upcoming months. I would say all of us should keep the animals in our hand.”

In light of these, the Board analyzed the claims that (i) the competitor undertakings engaged in an agreement on price fixing and (ii) the competitor undertakings engaged in an agreement on the restriction of supply.

In its analysis, the Board first stated that the correspondences may imply close monitoring  by the undertakings over the slaughter prices. It noted that the reason behind such monitoring is that the said prices have become important for animal breeders due to the rising costs. Notably, whilst analyzing the correspondences, the Board discussed the changes in slaughter prices in detail with an assessment pertaining to a timeframe between 2017 and 2021. To that end, the Board noted that even though the slaughter fee per kilogram of red meat rose to TL 60.48 from TL 26.52, the amount of feed that can be purchased by a kilogram of red meat decreased to 15.89 kg from 22.65 kg between January 2018 and December 2021 in the same period. Furthermore, the Board underlined that although the price of red meat sold by the slaughterhouse and the slaughter price significantly increased in 2022, the amount of feed that can be purchased by a kilogram of red meat kept decreasing.

Having noted the reason behind the close monitoring of slaughter prices in the relevant WhatsApp group, the Board stated that pursuant to the Guidelines on Horizontal Cooperation Agreements (“Guidelines on Horizontal Agreements”), the exchange of competitively sensitive information on future plans among competitors may constitute a competition law violation, however, in the relevant WhatsApp group, the undertakings have shared slaughter prices that already realized in the market. Accordingly, the Board deemed that the undertakings did not share the relevant slaughter price information in order to reduce the uncertainty in the market or determine the prices collectively. To that end, the Board concluded that the undertakings did not have an anti-competitive goal whilst sharing information over WhatsApp groups.

As for the restriction of supply, the Board stated that it is seen in some social media posts and the application of the Ministry that some people who are not animal breeders suggested that livestock should not be sent to slaughterhouses to increase the prices. The Board nevertheless noted that no correspondences showing the existence of an agreement to restrict the supply of red meat between the investigated undertakings were found in the on-site inspections. In addition to this finding, the Board underlined that abstaining from slaughtering livestock after a certain age is not rational as such livestock do consume more feed, whereas they do not gain any more weight. The Board also considered the market structure and stated that (i) more than 97.5% of animal breeding undertakings in Turkey are small enterprises operated with less than 50 livestock and, (ii) hence the market structure is not suitable for an agreement restricting the supply.

Decision and Conclusion

Against the foregoing, the Board decided not to launch a full-fledged investigation by stating that (i) the correspondences mostly included wishes of the undertakings regarding the policies related to the industry, (ii) although there were complaints and wishes related to the prices in the market as well as the raising costs in the correspondences, these cannot be deemed as an agreement and/or concerted practice within the scope of Article 4 of Law No. 4054 and (iii) the opinions of the persons who know the industry are not investment suggestions and are mere speculative opinions regarding the progress of prices and costs. The Board also added that the recent price increases in the red meat market in Turkey were due to rising costs and structural problems faced in the market, rather than anti-competitive conduct.

The decision is noteworthy since the Board decided that the WhatsApp correspondences between competitor undertakings where current prices and supply-related issues were discussed do not indicate a violation. The Board found that the undertakings did not have the object of the restriction of competition while sharing current slaughter prices. With respect to the restriction of supply, the Board took into account the facts that (i) it is not economically rational to abstain from sending livestock to slaughterhouses after a certain period and (ii) the market structure consisting of mainly small-scale businesses is not suitable for an agreement on the restriction of supply. Overall, highlighting the rising costs and decreasing profitability in the market, the Board found that the price increases in the market were not the result of anti-competitive conduct.

Last but not the least, although the Board concluded that there was not enough evidence to launch a full-fledged investigation against the undertakings, it nonetheless noted that the social media posts by people who are not animal breeders regarding the desired slaughter prices and whether to send livestock to slaughtering could lead to an anti-competitive outcome considering that such posts may affect the decision-making process of the small scale undertakings operating in the relevant market. Accordingly, the Board stated that both the Turkish Red Meat Producers Central Union (“Tüketbir”) and National Red Meat Council (“UKON”) (i.e. non-governmental organizations active in the industry) were informed that it would be useful to warn their members against such communications. The decision notes that Tüketbir already warned its members not to take such posts into account.

By Gonenc Gurkaynak, Partner, Zeynep Ayata Aydogan, Attorney at law, and Can Baran Beder, Attorney at law, ELIG Gürkaynak Attorneys-at-Law

Cemile Demir Gokyayla has joined KP Law as a Partner and Head of the firm’s Arbitration/ADR practice along with her team.

According to KP Law, “Gokyayla has over 20 years of experience as counsel and arbitrator.” She spent almost three years at the helm of Demir Gokyayla, before joining KP Law. Earlier, she spent almost 19 years with the Akinci Law Office, 13 of which as a Partner, having started her career there in 2001.

“We’re extremely delighted to welcome Prof. Dr. Gokyayla to KP Law as she brings tremendous expertise in sophisticated cross-border arbitrations with a comprehensive understanding of key sectors,” KP Law Managing Partner Onur Kucuk commented.

Dentons Turkish affiliate Balcioglu Selcuk Ardiyok Keki Attorney Partnership advised APY Ventures on its investment in Sorwe.

APY Ventures is a venture capital firm focused on early-stage technology start-ups.

According to BASAEK, Sorwe is a new-generation platform that aims to provide two-way interaction between employees and human resources professionals.

BASEAK’s team included Partner Okan Arican as well as further team members in London.

BASEAK did not reply to our inquiry on the matter.

The Draft Regulation Amending the Regulation on Bank Cards and Credit Cards (“Draft Regulation“) was published on the website of the Banking Regulation and Supervision Agency (“BRSA“) on 28/10/2022 to receive sector and public opinions.

What Is the Purpose of the Draft Regulation?

The Draft Regulation aims to promote card issuers (“Card Institutions“) to obtain operating licenses in Turkey, to expand the number of card system institutions that have obtained or will obtain operating licenses in Turkey, to increase the diversity of services in the card payment ecosystem and to develop the card payment ecosystem.

What Does the Draft Regulation Bring?

With the Draft Regulation,

• Some expressions in the Regulation on Bank Cards and Credit Cards (“Regulation“) regarding the operations of Card Institutions that may lead to misunderstandings have been amended, and the definition of Card Scheme has been added;
• Card Institutions are prohibited from issuing cards to be used domestically that are defined in the card scheme of a card system institution that does not have a license to be used in Turkey;
• Registration of cards to be used domestically in the card scheme of a card system institution that does not have a license to operate in Turkey is subject to the condition that the relevant card is defined in the card scheme of a card system institution that has obtained a license to operate in Turkey;
• The inclusion of a specific card scheme brand on the card is conditional upon the involvement of all card scheme brands for which the card is defined;
• An obligation was imposed on Card Institutions to inform their customers about the functions, costs, rights, and security features of all card scheme options for domestic and international use;
• Card Institutions are now obliged to approve transaction confirmation requests from POS-allocated workplaces located abroad for operations carried out by workplaces located abroad for residents in Turkey, provided such requests come only from the POS of an institution authorized to make card acceptance agreements in Turkey.
• Cards issued by Card Institutions before the effective date of the Draft Regulation are exempted from the obligations and limitations except for renewals after the effective date. 

Conclusion 

If the Draft Regulation is regulated in its current form, there will be significant changes in the Turkish card payment ecosystem, and companies will be expected to adapt to the relevant changes as soon as possible and continue their payment services and operations without slowing down.

By Serkan Pamukkale, Senior Partner, and Deniz Yontuk, Associate, Moral, Kinikoglu, Pamukkale, Kokenek

Akol Law has advised EIS Eczacibasi Ilac on its USD 135 million acquisition of Gensenta from the Amgen Group. Baker McKenzie Turkish affiliate Esin Attorney Partnership advised the seller.

Amgen is a US pharmaceutical company. Gensenta is the Amgen Group’s Turkish pharmaceutical affiliate.

EIS Eczacibasi Ilac is a Turkish producer of pharmaceuticals, veterinary products, hospital equipment, and cosmetics.

The Akol Law team included Founding Partner Meltem Uslu-Akol, Partner Tugce Tatari, Senior Associate Basak Belet, and Associates Dicle Yagmur Kilic, Nursu Yigit, and Kubilay Doruk Cetin.

The Esin Attorney Partnership team was led by Partners Eren Kursun and Ali Selim Demirel and included Senior Associate Guven Mavis and Associates Su Goktas, Sanem Elif Erkut, and Alp Mungan.

Editor’s Note: After this article was published, Moral, Kinikoglu, Pamukkale, Kokenek announced it had advised the Eczacibasi Group on an USD 85 million loan package to finance the acquisition of a 99,96% stake in Gensenta. The firm’s team included Senior Partner Serkan Pamukkale, Partner Serra Haviyo, and Associates Orcun Turan and Deniz Yontuk.