Former SOCAR Turkey Compliance Group Coordinator Necati Karabayir has joined SAP as its Lead Senior Legal Counsel – MENA & TR Export Control Coordinator.
Karabayir had been with SOCAR since 2020. Before that, he was the Head of Legal & Compliance and the Country General Counsel of the Vaillant Group between 2013 and 2019. Earlier still, he was a Senior Legal Counsel with Siemens between 2007 and 2013.
Originally reported by CEE In-House Matters.
White & Case and Turkish affiliate GKC Partners have advised Enerjisa Enerji Uretim on a USD 102 million export credit agency-backed commercial green financing provided by the HSBC Group. Paksoy and, reportedly, Morgan Lewis advised HSBC.
The financing will be used for the development of the Erciyes wind power plant and solar hybrid power plants. Enerjisa Uretim is a joint venture between E.ON and Sabanci Holding. It is a Turkish independent power producer with a total installed renewables capacity of 1,574 megawatts. The Erciyes WPP is an onshore wind power project located in Kayseri, Turkey, with a total installed power of 65 megawatts.
According to White & Case, “the deal meets the requirements of the Green Loan Principles, established by the Loan Market Association, Asia Pacific Loan Market Association, and the Loan Syndications and Trading Association, and consists of three unsecured tranches, one of which is backed by Euler Hermes and back-to-back funded by KfW IPEX-Bank. The second financing was provided for other costs and expenses in connection with the project that are not eligible for the ECA-backed financing. The third one was extended in relation to the supply and installation of hybrid solar panels in various plants owned by Enerjisa Uretim across Turkey.”
The White & Case and GKC Partners team included Istanbul-based Partners Guniz Gokce, Sebastian Buss, and Ates Turnaoglu and Associates Ege Gulec and Ekin Cinar, as well as Hamburg-based Partner Florian Degenhardt and Counsel Beate Treibmann.
Paksoy’s team included Partner Sera Somay and Associate Batuhan Sevinc.
Discussions on the Law on the Amendment to the Press Law and Some Laws” which is known as the Law on Combating Disinformation among the public and which includes regulations and amendments about social media and internet news sites (“Law Amendment”), was published in the Official Gazette dated 18.10.2022 and numbered 31987.
New Status of Internet News Sites
Internet news sites were included in the scope of periodicals and various obligations were brought. It has been regulated that contact information, update dates in the news, and recording the published content for 2 years, ensuring its accuracy and integrity in a way that it can be delivered to Public Prosecutor’s Office upon request will be included in internet news sites, directly accessible from the main page under the communication heading.
Applications for press cards, which are accepted as an official identity document and whose application procedure, types and features are determined, will be made to the Department of Communications with the Law Amendment.
In case of publications that violate the honor and dignity of individuals or consisting untrue content related to individuals, the correction and denegation of the person who has been harmed must be published in the same size on the page where the publication is located, within 1 day at the latest.
The Offense of Spreading Misleading Information to the Public
It has been regulated as a type of offense to publicly disseminate false information about the country’s internal and external security, public order and general health in a way that may disrupt the public peace, just for the purpose of creating anxiety, fear or panic among the people with article 217/A added to the Turkish Penal Code No. 5237 (“TPC”) with the Law Amendment. The offense, which is punishable by imprisonment from 1 to 3 years, is regulated as a major offense if the perpetrator commits the offense by concealing its identity or within the framework of the activities of an organization.
New Regulations Regarding Social Media Channels
In the previous amendments, foreign social network providers with more than one million daily access from Turkey were obligated to register a representative. Within the Law Amendment, if the representative is a natural person, this person has to be a resident of Turkey and a Turkish citizen.
In terms of the social network provider with more than ten million daily access from Turkey, it has been regulated that the person to be determined as a representative must be fully authorized and responsible for technical, administrative, legal and financial aspects, and if this representative is a legal entity, it must be a branch established directly by the social network provider as a capital company.
The scope of the reporting and transparency obligation introduced by the previous law amendment has been expanded with the Law Amendment. The reports to be submitted to the Information Technologies and Communications Authority (“ICTA”) by the social network providers should include title tags, algorithms regarding the highlighted or reduced content, information on advertising policies and transparency policies, create an ad library, and in addition, the obligation to provide the ICTA with the information and documents required for the implementation of the Law on Broadcasts Made on the Internet and Combating Offenses Committed Through These Broadcasts, if requested by the ICTA, is regulated.
In particular, the following obligations are imposed on social network providers;
With the Law Amendment, the sanctions foreseen for social network providers who do not fulfill their obligations have been aggravated. The ICTA may impose an administrative fine of up to 3% of the social network provider’s global turnover in the previous calendar year to the social network provider that does not fulfill its obligations. In addition, in order to make the advertising ban sanction introduced by the earlier amendment activate, the President may decide to impose an administrative fine from 10 thousand Turkish Liras to 1 hundred thousand Turkish Liras on natural persons and legal entities that are taxpayers and residents in Turkey who violate the advertising ban.
It is regulated that the social network provider shall be directly liable for the offense committed by the publication through title tags or highlighted content if it has been notified of the unlawful content and has not removed the content immediately within 4 hours at the latest after the notification of the content.
Regulation on Over-the-Network Service
The “Over-the-network service provider,” which is defined for the first time with the Law Amendment, refers to the natural person or legal entity that provides interpersonal electronic communication services within the scope of audio, written, and visual communication to subscribers and users with internet access, independent of electronic communication service providers or internet service, through a software open to the public. Over-the-network service providers will be able to carry out their activities through their fully authorized representatives in the status of a joint stock or limited company established in Turkey within the framework of the authorization to be granted by the ICTA; otherwise, administrative fines from 1 million Turkish Liras to 30 million Turkish Liras will be imposed.
Enforcement
With the Law Amendment, new regulations have been adopted to determine the obligations regarding newspapers in terms of internet news sites, in other words, new regulations regarding the advertisements and advertisements allowed to be published on internet news sites and objections to the news on internet news sites will enter into force on 01/04/2023, and other amendments will enter into force on the date of publication of the Law Amendment.
By Dilek Akdas Kokenek, Partner, Moral, Kinikoglu, Pamukkale, Kokenek
Nowadays, the importance of international transportation and logistics activities has increased since the commercial relations surpassed the national borders. The most common type of carriage of goods is undoubtedly the road transportation. As a matter of fact, 76.1% of goods are transported by road in Turkey, 69.5% in the USA and 45% in Europe. Taking this into account, to determine common standards between the states regarding the documents used in carriage of goods by road and the responsibility of the carrier, “Convention on The Contract For The International Carriage Of Goods By Road” (Convention Relative Au Contrat De Transport İnternational Per Marchandises Par Route) [“CMR”] was adopted by the United Nations Economic Commission for Europe (UNECE) in 1956, and was entered into force in 1961. The CMR, to which Turkey became a party with a reservation on Article 47 on October 31, 1995, has the force of law in the Turkish legal system.
In terms of the responsibility of the carrier in the carriage of goods by road, the provisions of the Turkish Commercial Code No. 6102 will apply if the transport is carried out within the borders of Turkey. The CMR, on the other hand, regulates the international carriage of goods by road, and it becomes applicable if the dispute regarding the transport has a foreign element within the meaning of the International Private and Procedural Law No. 5718. In a number of decisions of the 11th Chamber of the Court of Cassation on the subject, the Court stated that the provisions of the CMR apply with priority in the cases of international transportation.
This article summarizes the criteria for application of the CMR Convention:
The first condition for the application of the CMR is conclusion of a contract for the carriage of goods between the parties. The goods do not have to be delivered to the carrier for the contract to be deemed established, but the carrier must have received the goods for the carrier’s liability under the CMR to arise. In a related decision of the 11th Chamber of the Court of Cassation, the Court pointed out that the liability of the carrier should be determined within the framework of the general provisions if the goods were not received by the carrier, and the transport was never carried out.
The contract of carriage of goods is defined in the CMR as “every contract for the carriage of goods by land in vehicles for reward”. Based on this definition, the subject of the contract of carriage must be goods; transport must be carried out for a fee and by a road vehicle. The carriage of goods to which the CMR will not be applicable is stipulated as carriage performed under the terms of any international postal convention, funeral consignments, and furniture removal. On the other hand, the CMR will apply to the whole of the carriage, even if the vehicle loaded with goods is carried partly by other means of transport without unloading the vehicle.
For the purposes of the CMR, the concept of “vehicle” to carry goods by road covers motor vehicles, articulated vehicles, trailers, and semi-trailers, and excludes tractors.
Pursuant the provisions of the CMR, the place of taking over of the goods and the place designated for delivery must locate in two different countries. Moreover, at least one of these two countries must be a signatory party to the CMR. Only in such case the carriage of goods will be subject to the provisions of the CMR. The place of residence or nationality of the parties is not important in this respect.
In terms of the parties to the contract of carriage, the CMR will also be applicable where the transport is carried out by States or by governmental institutions or organizations alongside private law legal persons.
Lastly, the CMR obliges, with exceptions, the State parties not to change the provisions of the CMR by special agreements between them.
By Nihat Ozbek, Partner, and Baris Ulker, Senior Associate, Guleryuz & Partners
Turunc has advised Bogazici Ventures on its investment in Perculus. SCH-Legal reportedly advised Perculus on the deal.
Perculus is a provider of e-learning solutions.
Bogazici Ventures is a Turkish Capital Markets Board-regulated venture capital fund focused primarily on fintech, health tech, retail tech, and gaming.
Turunc’s team included Managing Partner Kerem Turunc, Partner Yasemin Erden, and Associates Beste Yildizili Ergul and Selay Berfin Turgut.
Sebnem Onder has joined Sabanci Holding as its Head of Legal and Compliance in Istanbul.
Prior to her move, Onder worked for British American Tabaco, first joining the company as a Legal Director in 2014 and becoming its Regional Head of Compliance for Europe in 2018.
Before moving in-house, Onder worked at White & Case between 1994 and 2014. During that time she spent a year working as an Associate in the firm’s New York office between 1999 and 2000 and was made Partner in 2000.
Originally reported by CEE In-House Matters.
Mehmet Tekergul has joined Turkiye Finans Katilim Bankasi A.S. as its Legal Advisory Vice President in Istanbul.
Tekergul moved from Volkswagen Dogus Finansman, where he served as the Head of Legal and Compliance between September 2015 and September 2022.
Prior to that, he worked for HSBC as a Specialist Lawyer – Litigation between 2007 and 2010, as an Assistant Legal Counsel – Litigation between 2010 and 2012, as a Legal Counsel – Litigation & Global Functions between 2012 and 2014, and as its Senior Legal Counsel – Head of Litigation & Global Functions between 2014 and 2015. Earlier still, he was a Legal Advisor with Sekerbank.
Originally reported by CEE In-House Matters.
The Kumkumoglu Ergun Cin Ozdogan Attorney Partnership has advised Turkish casual mobile game developer Cypher Games on its USD 3.2 million pre-seed financing round. Dentons Turkish affiliate Balcioglu Selcuk Ardiyok Keki Attorney Partnership advised 500 Global on its investment. Thompson Legal Advisory Services reportedly advised Play Ventures on leading the round.
The investment round also included Joakim Achren and Akin Babayigit.
Cypher Games, founded in March 2022 in Turkey, is a casual game title studio focused on developing next-generation mobile puzzle games.
“We are proud to lead the first investment round into Cypher Games as they begin their quest to become
a leading global casual gaming studio,” said Play Ventures founding partner Harri Manninen. “The Turkish mobile gaming ecosystem is extremely strong, and we are very happy to see young founders like the Cypher team emerging and joining the ranks of the existing players such as Peak, Dream, and Bigger Games.”
KECO Legal’s team included Partners Ozkan Ozdogan and Berk Cin.
BASEAK’s team included Partner Okan Arican and Associate Dilruba Guldogan.
Clifford Chance has advised the Development and Investment Bank of Turkey on its EUR 100 million sustainable bond issuance with Agence Francaise de Developpement.
According to Clifford Chance, “in addition to being TKYB’s first sustainable bond issuance, the issuance also marks the first sustainable cross-border bond issuance by a Turkish issuer under the Capital Markets Board of Turkey’s Green and Sustainable Debt Instruments Guide. At least 75% of the funds obtained through the issuance will be allocated to financing green projects in Turkey, with the remainder to be used for social/sustainability projects, in line with TKYB’s Sustainable Finance Framework.”
Clifford Chance’s team included Istanbul-based Partner Sait Eryilmaz and Associates Pelinsu Demircan and Baya Hariche and Paris-based Partner Cedric Burford and Counsel Auriane Bijon.
Clifford Chance did not respond to our inquiry on the matter.
Paksoy has advised Sensient on its acquisition of Endemix from Baris Bilen. Arikan Hukuk Burosu reportedly advised the sellers on the deal.
The Sensient Technologies Corporation is a manufacturer and marketer of colors, flavors, and fragrances used in foods and beverages, pharmaceuticals, cosmetics, home and personal care products, specialty printing and imaging products, computer imaging, and industrial colors.
Endemix Dogal Maddeler is a Turkish vertically integrated natural color and extracts company servicing the food and beverage markets.
Paksoy’s team included Partner Togan Turan, Senior Associate Zeynep Toma, and Associate Deniz Benli.