Category: Turkiye

The Turkish market finds itself in demand, with European companies relocating their production facilities there, and the country gradually switching to green energy, according to GEMS Legal Schindhelm Partner Senem Kathrin Gucluer.

“Turkey has a very high inflation rate – much higher compared to other European countries,” Gucluer says. “Similarly to Europe, we also have high prices, affecting businesses and the populace.” As for the transactions, Gucluer highlights a few active sectors. “Recently, a quite large deal was announced – the Swarowski group made a big investment in Turkey,” she says. “Additionally, the Turkish automotive sector remains quite strong, as we are manufacturing and supplying European markets with automobile parts.”

Gucluer notes that tourism has always been a big part of the Turkish economy, and this remains true nowadays, as tourists bring in foreign currency. “Since the war, many Ukrainian and Russian citizens have arrived, and areas around the Mediterranean Sea remain particularly attractive to them,” she points out. According to Gucluer, “the newcomers are buying significant amounts of real estate, in particular, because Turkey is not a part of the EU community and did not join in the sanctions against Russia. However, the Turkish banks are still very careful,” so that needs to be taken into account, she says.

Gucluer also highlights some positive developments. “Since the COVID-19 pandemic and then the Russian invasion of Ukraine, the demand for the Turkish market has increased,” she notes. “European companies, some of them specialized in chemical and special system production, are now establishing production facilities in Turkey. This was also partly influenced by inflation in Turkey, as investors who hold foreign currencies find doing business here financially profitable also in terms of the low-cost labor force.”

Gucluer adds that the government is supporting such investments. “To attract foreign investors and currency, the government also adopted special incentives,” she says. “These incentives are primarily related to taxes – if companies bring foreign currency to Turkey under certain conditions, corporate tax can be decreased by 75%.”

“Yet another important trend in Turkey is switching to green energy,” Gucluer notes. “There is an increase in wind and solar energy projects, and Turkey is an interesting country for hydro energy, as it has a significant surface water potential.” On a not completely unrelated note, she says “another hotly discussed topic is the export of cement and concrete, since their production requires a lot of energy and produces a considerable amount of carbon dioxide.”

Moral, Kinikoglu, Pamukkale, Kokenek has advised Softline Holding on its acquisition of 80% of shares of Makronet Bilgi Teknolojileri from Gucly Tugay. Bener advised the seller.

Softline Holding offers private and public cloud, integrated technology, cybersecurity, software licensing, provisioning of hardware, and other IT-related services.

Makronet Bilgi Teknolojileri operates in the field of resale of cloud services, data center services, implementation, deployment, and management of cloud products.

Moral, Kinikoglu, Pamukkale, Kokenek’s team included Managing Partner Resat Moral, Senior Partner Sertac Koekenek, Partner Serra Haviyo, and Senior Associate Dilara Kaymaz.

Bener’s team included Partner Bahar Ulgen and Associate Oya Tureoglu.

Keco Legal has advised Getmobil on its TRY 27 million seed funding round with a valuation of TRY 180 million. Urer Law advised the investors on the deal. Gungor Law reportedly advised Getmobil as well.

According to Keco, “Galata Business Angels and a group of angel investors, including Nevzat Aydin, Birol Yucel, and Firat Isbecer, participated in the round.” 

Getmobil is a Turkish start-up company focusing on refurbished consumer electronics, offering door-to-door delivery and AI-supported pricing for refurbished devices.

Keco’s team included Partners Berk Cin and Ozkan Ozdogan.

Urer Law’s team included Partner Gulsen Urer.

GEMS Legal Schindhelm has advised TUV Austria Holding’s subsidiary TUV Austria Turk on its acquisition of a 51% stake in the Mavi Akademi Group.

TUV Austria Holding provides safety, quality, environmental, and technical resource management services.

Mavi Akademi is an occupational health and safety, as well as professional examination service provider in the Marmara region of Turkey.

“We are sure that this acquisition certainly makes both sides stronger and more competitive in the market,” GEMS Legal Schindhelm announced.

Paksoy has advised the European Bank for Reconstruction and Development on a EUR 50 million loan to Yapi Kredi Leasing.

Yapi Kredi Leasing is a Turkish domestic and international financial leasing transaction company.

Paksoy’s team included Partner Sera Somay and Associates Bulent Ozturk and Muhammed Kesim.

Gide’s Turkish affiliate Ozdirekcan Dundar Senocak has advised Serafin Group-backed Night Train Media on its acquisition of Korean media group CJ ENM’s majority stake in Eccho Rights.

According to Gide, “Eccho Rights is a Stockholm-headquartered content provider best known for a rich catalog of Turkish, Scandinavian, Western European, and Korean programs. This acquisition will allow Night Train Media to further broaden its portfolio and to complement its focus on English-language productions.”

ODSA’s team included Partner Arpat Senocak and Senior Associate Iklim Gulsun Aytekin.

ODSA was unable to disclose further information on the deal.

Paksoy has advised Lesjofors on its acquisition of all shares in Telform. The NSN law firm reportedly advised the seller.

Closing is expected in the fourth quarter of 2022, pending regulatory approval.

Beijer Alma subsidiary Lesjofors is a coil spring manufacturer for the automotive aftermarket. The company’s distribution centers are located in Sweden, Germany, the UK, Russia, and the US.

Telform is a Turkish spring manufacturer for the domestic and international markets.

The Paksoy team was led by Partner Elvan Aziz and included Counsel Serdar Ildirar and Associate Melisa Sevinc.

Editor’s Note: After this article was published, NSN confirmed it had advised Telform. The firm’s team was led by Partner Bilge Derinbay and included Senior Associate Hande Ulker Pehlivan and Associate Mahmut Ramazan Ertas.

Taylor Wessing has advised VavaCars on its USD 37 million series C funding round.

According to Taylor Wessing, “a combination of existing and new investors participated, alongside founding investor, Vitol. The funding will be used to consolidate VavaCars’ position as Turkey’s leading reseller of used cars.”

VavaCars is a Turkey-based online trading platform for buying and selling used cars.

“VavaCars is proud to be a business that was born in Turkey and has successfully brought over USD 100 million in foreign direct investment to the country,” VavaCars CFO Alizay Saeed commented. “This funding round will enable us to sustain our growth and continue innovating on behalf of our customers.”

The Taylor Wessing team was led by London-based Partners Angus Miln and Philip Shepherd and included Associate Emily Townsend.

Taylor Wessing did not respond to our inquiry on the matter.

Under the Turkish Commercial Code, a commercial enterprise is defined as an enterprise, operating continuously and independently, aiming to generate income which exceeds the income thresholds stipulated for tradesman (“esnaf” in Turkish) enterprises.

Pursuant to Communique numbered 2009/2 on the Registration of Commercial Enterprises Owned by Ordinary Partnerships (“Communique No.2009/2”), commercial enterprises managed by ordinary partnerships of two or more legal entities, can be registered in the trade registry upon the request of their partners, provided that the establishing agreement of the enterprise is realized in writing and notarized thereafter.

Scope of Registration

Pursuant to Communique No.2009/2, the mandatory content for the establishment agreement of the commercial enterprise is as follows;

1. The commercial titles, address and authorized representatives of the legal entity partners of the ordinary partnership managing the commercial enterprise to be registered,
2. The main aim of the ordinary partnership which is the management of the commercial enterprise,
3. The title, address, scope and term of the commercial enterprise,
4. The authorized representatives of the commercial enterprise and,
5. The “pilot” or leader partner of the commercial enterprise

It is important to note that in addition to the foregoing, information such as the date of establishment, and MERSIS (Central Registration System) number of the commercial enterprise will have to be submitted during the online registration application. Despite the fact that the capital allocated for the commercial enterprise is not a mandatory field on the online registry application carried out through MERSIS, the trade registry deems capital subscription necessary as the “pilot” or leader partner of the commercial enterprise is determined accordingly.

Conditions for Registry

Communique No.2009/2 explicitly stipulates that the establishing agreement of the commercial enterprise needs to be carried out in writing and notarized in order to be registered. In addition to the foregoing structural requirement, the following material conditions should be met in order for the registry:

1. Managing ordinary partnerships should consist of at least two commercial companies,
2. The commercial enterprise should be jointly managed,
3. The commercial enterprise should be managed by at least one ordinary partnership, and
4. An application to the trade registry should be filed for the registration of the commercial enterprise.

In addition to the notarized agreement the trade registry requires additional supporting corporate documents such as registration petition, chamber registration declaration, filled out form of establishment regarding the commercial enterprise and the signature declarations of the commercial enterprise’s authorized representatives.

The establishing agreement concerning the commercial enterprise will be registered at the trade registry located at the address stipulated under the agreement and will be announced in the trade registry gazette thereafter.

Registration can be removed pursuant to the removal application to be filed by the partners of the ordinary partnership by submitting a notarized petition for removal or upon the termination of the commercial enterprise agreement provided that sufficient documentation is provided certifying the termination.

Conclusion

In light of the foregoing, given the abundance of commercial enterprises in a wide range of industries, Communique No.2009/2 allows some additional legal protection to the ordinary partnerships formed by capital companies.

The registration and announcement of certain substantial matters of the commercial enterprise such as its address, authorized representatives, the main area of practice, commercial title and such, improves commercial credibility and transparency.

By Gonenc Gurkaynak, Partner, Nazli Nil Yukaruc, Partner, and Beliz Inpinar, Associate, ELIG Gürkaynak Attorneys-at-Law

Dimici Aksoy Founding Partner Burak Dimici has been appointed by Straife Risk Management as its General Counsel in Turkey.

Dimici will continue working with the Dimici Aksoy boutique law firm with a focus on M&A/Energy/Mining and Real Estate, which he founded in 2017. Prior to that, he was a Founding Partner of the Uler Dimici law firm between 2012 and 2017.

Before that, he worked as a Legal Counsel and Compliance Officer at the AES Corporation. Earlier still, he was an Associate with Dentons between 2006 and 2008 and with Cinar & Cinar between 2004 and 2006. His experience also includes serving as a Counselor with the Ministry of Energy and Natural Resources of Turkey between 2002 and 2003 and as a Legal Counsel with the Ministry of Foreign Affairs of turkey between 2001 and 2002.

“I’m thrilled to be appointed to this position and excited to work with such a great team of experts,” commented Dimici.

Originally reported by CEE In-House Matters.