Category: Turkiye

BTS & Partners has advised 500 Global Istanbul on its USD 1 million pre-seed investment in Datapad.

500 Global is a venture capital firm with USD 1.8 billion in assets under management, investing in technology companies. The company has invested in over 6,000 founders representing more than 2,500 companies operating in 77 countries.

Datapad is building a data tool for teams, allowing them to enter and maintain metrics, search the library for instant answers, get push notifications, view feed for updates, and engage in conversations.

The BTS & Partners team included Partner Okan Arican and Senior Associate Riza Yucel.

 

Paksoy has advised Turkish industrial textile company Isbir Sentetik Dokuma Sanayi on its TRY 368 million initial public offering and listing on Borsa Istanbul.

According to Paksoy, primary and secondary shares corresponding to a total of more than 20% of Isbir Sentetik shares were sold to Turkish institutional and retail investors. “The IPO was significantly oversubscribed and attracted very strong demand from investors,” the firm informed.

Established in 1968, the Isbir Sentetik industrial textile company has a customer portfolio in the chemical, food, pharmaceutical, and agriculture sectors, and provides alternative supply opportunities from Turkey and India.

The Paksoy team was led by Partner Omer Collak and included Counsel Okkes Sahan, Senior Associate Merve Kurdak, and Associate Bulent Ozturk.

Under Turkish law, data controllers must be registered with the so-called “VERBIS” registration system before processing any personal data. The Turkish Personal Data Protection Authority announced December 31, 2021 as the final deadline for fulling this registration obligation pursuant to the Personal Data Protection Law No. 6698 and the Regulation on Data Controllers Registry. The deadline is fast approaching.

In this respect, the following data controllers must register with VERBIS until the end of this year:

• Individual and legal entity data controllers residing in Turkey and having more than 50 employees or having a total annual balance sheet above 25 million Turkish Liras (approx. 2,012,000 US$);
• Individual and legal entity data controllers residing outside of Turkey;
• Individual and legal entity data controllers, whose main field of activity is processing sensitive personal data (g., health data, membership of associations, religion), despite they have less than 50 employees and a total annual balance sheet below 25 million Turkish Liras (approx. 2,012,000 US$);
• State institutions and organizations, and professional organizations having public institution

Failing to fulfil registration obligation until December 31, 2021, would result in administrative fine between 39.337 Turkish Liras (approx. 3,170 US$) and 1.966.862 Turkish Liras (approx. 158,300 US$). Accordingly, please be informed that data controllers which are subject to VERBIS registration obligation as noted above and have not yet registered with VERBIS should prepare their data processing inventories and complete the registration within December, 2021.

By Zahide Altunbas Sancak, Partner, and Sevinc Jafarova, Associate, Guleryuz & Partners

BTS & Partners has advised venture fund Revo Capital on its investment in e-commerce platform Ikas.

Revo Capital is a Netherland-headquartered venture capital fund investing in seed and early-stage B2B or B2C technology ventures in Turkey and Central and Eastern Europe. Ikas provides an e-commerce platform for small businesses and entrepreneurs.

“The company’s rapid growth and customer success speak to the power of its platform,” Revo Capital informed.

The BTS & Partners team included Partner Okan Arican and Senior Associate Muge Minareci.

Ilke Ozun Deniz has joined KPMG Turkiye as its Legal Affairs and Compliance Manager in Istanbul.

Deniz moved from Edenred Turkiye where she was the Head of Legal since March 2016. Prior to that, she was a Senior Legal Counsel – Chairman’s Office with Turk Telekom between May 2015 and March 2016. Earlier still, she was a Lawyer with Avea between September 2011 and April 2015.

Before moving in-house, Deniz was an Associate with Serap Zuvin Law Office between May 2009 and September 2011.

Originally reported by CEE In-House Matters.

GKC Partners has advised Zynga subsidiary Rollic Games on its acquisition of Turkish mobile game studios Creasaur Entertainment, Zerosum Games, and Forgerhero. Ilker & Colak advised Forgerhero on the deal. Tevetoglu and the Juris Law Firm reportedly advised Zerosum and Creasaur, respectively.

According to Zynga, “all three studios have previously published games with Rollic and will continue to develop original mobile titles in-house under the Rollic umbrella.”

Founded in 2007, Zynga offers interactive entertainment and mobile gaming.

“These studios create visually captivating, mind-teasing titles and we are excited to bring their creativity and technical skills into the Rollic family,” Rollic co-founder Burak Vardal commented. “These acquisitions further our strategy of expanding our in-house network of innovative developers to support live services with ongoing creative updates, while also adding to our portfolio of inventive games.”

GKC Partners has previously advised Zynga on its acquisitions of Peak (as reported by CEE Legal Matters on June 3, 2020) and Rollic (as reported on August 12, 2020), as well as on Rollic’s acquisition of Uncosoft Yazilim (as reported on May 18, 2021).

The GKC Partners team consisted of Partner Emre Ozsar, Counsels Sezin Elcin Cengiz and Hakan Eraslan, Associates Asli Gulum, Selin Kaledelen, Emrehan Mermer, and Lidya Ercan, and Intern Efe Soysal.

The Ilker & Colak team included Partners Alp Ilker and Halil Colak.

E-Hearing System is a system that enables participation in hearings held in civil courts  remotely. In this regard, the fundamental rules on this new system, which saves time and labor both for lawyers and other relevant persons while facilitating access to justice services, were previously elaborated in one of our articles. In a relatively short time after the promulgation of the Regulation on the Conduct of Hearings by Audio and Video Transmission in Civil Procedures [“Regulation”] which sets the e-Hearing procedures and principles in the Official Gazette dated June 30, 2021 e-Hearings have become widespread rapidly.

According to the announcement made on the e-Hearing Information Platform by the Ministry of Justice, the system has been implemented in a total of 1400 courts all around Turkey as of November 9, 2021. Again, as of this date, the e-Hearing System has been used 36,567 times, and the goal is to increase the number of courts conducting e-hearings to over 2,000 by the end of the year, as per the announcement of Ministry of Justice.

The e-Hearing System is implemented for all civil courts in nearly 50 provinces particularly in the courthouses in Istanbul and Ankara, whereas it is only active in consumer, enforcement, and cadastral courts in the remaining 28 metropolitan cities for now. The courthouses where the  e-Hearing System is activated can be seen through the e-Hearing Map published by the Ministry of Justice.

When and How Should an E-Hearing Request Be Made?

According to the Regulation,  request to attend a hearing via audio and video transmission must be submitted to the court at least two business days before the hearing date, via the UYAP lawyer or citizen portal or the CELSE application. The judge makes a final decision on request at least one business day before the hearing. Failure to make the request on time, abuse of the right or intention of prolonging the proceedings, presence of legal, operational or technical obstacles that make it difficult to hold an e-Hearing are regulated as reasons for immediate rejection of the request.

According to the manual prepared by the Ministry of Justice [“Manual”], if the request is not rejected or approved by the court 24 hours before the hearing, the system rejects it automatically. Also, according to the Manual, e-Hearing requests can be made 24 hours before the hearing at the latest.

However, it should be noted that requests not made two business days before the hearing may be rejected for this reason alone.

Who Can Benefit From the E-Hearing System?

In addition to the parties and their attorneys, witnesses, experts and referees are allowed to be heard and participate in the hearings through e-Hearing System. In principle, participation in the hearing by means of audio and video transmission is evaluated upon request in terms of the parties and their attorneys. On the other hand, judge may decide ex officio to hear the relevant parties through e-Hearing in cases on which the parties cannot freely dispose. Further, the judge may decide ex officio to hold the e-Hearing, if the party to be interrogated or to take the oath, resides outside the borders of the province where the court is located and cannot reach to the court.

Pursuant to the Regulation, the court may also decide ex officio to hear the witness and expert through e-Hearing. In this case, plenary summons to be sent to the relevant should also include necessary indications on how to attend the e-Hearing.

Finally, it should be noted that in case the file is followed by more than one attorney, only the attorney(s) who submitted a request for e-Hearing and whose request is accepted can participate to the hearing through the System. For an attorney holding a certificate of authorization to be allowed to attend the e-Hearing, they must be enrolled in the relevant court file and submit an e-Hearing request through their own Lawyer Portal account. In this case, the attorney who has been granted a certificate of authorization will be permitted to attend the hearing through his own account. That being said, in practice, courts allow authorized attorneys to participate in e-Hearings through the account of the attorney holding the power of attorney, if the certificate of authorization is submitted to the court file beforehand.

In Which Cases the E-Hearing System Cannot Be Used?

Pursuant to the Regulation, in the event of declaration of a waiver, acceptance or settlement that leads to conclusion of the case in the e-Hearing, a new hearing date will have to be determined by the court. In this hearing to be held with physical participation, the said declarations needs to be renewed and would become valid when signed by the relevant party.

The Regulation enables remote participation even in cases where party’s or its attorney’s signature is required. In this case, the hearing report prepared and signed with a secure electronic signature by the court will be sent electronically to the courthouse where the e-Hearing is held, and the editor-in-chief or the court clerk will have the report signed by the person making the declaration and send a scanned copy of it back to the court through the system. Nevertheless, according to the Manual, the courts are currently not allowed to hold the hearings remotely in cases  where the minutes needs to be signed by the parties, such as preliminary examination hearings.

The Regulation also sets rules considering occurrence of technical difficulties. Accordingly, if the statements cannot be understood due to technical issues, the e-Hearing needs to be reopened; and should the problem persist, then the e-Hearing should be closed, and this situation should be recorded into minutes. In such an event, the first paragraph of Article 150 of the Turkish Code of Civil Procedure shall not be applicable with respect to the relevant party or the attorney; this means that the case file would not be suspended based on the ground that the party did not attend the hearing.

By M. Tarik Guleryuz, Partner, and I.Selin Nacar, Associate, Guleryuz & Partners

The legator has the authority to freely dispose of their assets in their lifetime. However, Turkish Civil Code secures the inheritance rights of some heirs and protects the inheritance shares at certain rates. Heirs whose inheritance rights are protected are defined as “heirs with statutory entitlement” in the Turkish Civil Code.

In this part of the Inheritance Law Series, the concept of statutory entitlement and the rights of heirs subject to statutory entitlement are examined.

I. What Does Statutory Entitlement Mean? 

If the deceased has not made a valid and effective testamentary disposition on a portion or all of their assets, statutory heirs are superficiary.

Nonetheless, one of the most important and frequently asked questions regarding inheritance law is to what extent the legator can deprive these statutory heirs of their shares with a testamentary disposition. The concept of “statutory entitlement” draws the limit of the legator’s disposition ability on inheritance shares of future heirs through a will or an inheritance contract. 

II. Which Heirs Have Statutory Entitlement?

In accordance with the Turkish Civil Code, statutory entitlement is provided only for the surviving spouse, issues and finally the parents of the deceased. In other words, only these individuals have statutory entitlement. For example, the legator’s siblings have no statutory entitlement.

III. Statutory Entitlement Ratio

Statutory entitlement is one-half of the statutory shares for any issue, and one-quarter of their statutory share for each parent. If the surviving spouse is an heir along with an issue or a parent of the legator, statutory entitlement is the entirety of their share. 

IV. Is It Possible for the Legator to Make Dispositions on the Remainder of the Estate Apart from the Statutory Entitlement?

The legator may freely dispose of half of the statutory shares of any issue and three-quarters of the statutory shares of each of the parents. In cases where the surviving spouse is co-heir with any issue or the parents of the deceased, the spouse’s statutory entitlement is the entirety of the statutory share. Therefore, it is impossible to deprive the spouse of the statutory share. On the other hand, if the surviving spouse is co-heir with the third class or by themselves, one-fourth of the spouse’s statutory share may be disposed of.

As an example, assume Child1 and spouse are alive upon the legator’s death, and Child2 has passed away earlier leaving two children behind. In this case, if the legator has made no testamentary disposition, the surviving spouse will receive one-quarter [1/4] of the estate while the, Child1 will receive three-eighths [3/8], and each of the grandchildren will receive three-sixteenths [3/16].

If the legator makes a testamentary disposition, they will be able to dispose three-eighths [3/8] of their assets in total, without interfering with the statutory entitlement. This is because all of their statutory heirs have statutory entitlement, and the total of their statutory entitlement is five-eighths [5/8].

V. Do The Siblings of the Legator Have Reserved Portion?

No. Previously, the siblings’ statutory entitlement was determined as [1/8] of their statutory share. However, with the

amendment made in the Civil Code in 2007, there is no longer any statutory entitlement of siblings in Turkish law.

VI. How is the Statutory Entitlement of the Surviving Spouse Calculated?

The statutory entitlement of the surviving spouse varies according to the class they inherit with. Specifically, if the spouse is co-heir with the children and grandchildren of the legator [the first-class heirs], the statutory entitlement is the entirety of their statutory share, which is one quarter [1/4] of the estate. In the event that the spouse is co-heir with the parents of the deceased and their descendants [the second-class heirs], statutory entitlement of the spouse is once again the entirety of their statutory share, which is ½ of the estate in this case. Finally, if the spouse is co-heir with third class heirs such as deceased’s grandfather, uncle, aunt, cousin or cousin, three-quarters [3/4] of spouse’s statutory share is statutory entitlement.

Above, the statutory entitlement of the surviving spouse in cases where they co-inherit with the first class, was examined. Assuming that the legator had no children and the parents passed away before them, the surviving spouse and siblings of the deceased will be the heirs. Since the sibling belongs to the second class, the spouse will be co-inheriting along with the second class and the statutory entitlement of surviving spouse will be half of the estate, same as their statutory share. As stated above, with regard to siblings, there is no statutory entitlement. However, unless a testamentary disposition was made, the sibling receives their statutory share as an heir.

VII. Deprivation of the Statutory Entitlement

Yes, deprivation of the statutory entitlement may be in question in cases of disqualification to inherit and disinheritance, as well as through an onerous or gratuitous waiver agreement made before the legator’s death.

On the other hand, dispositions of the legator that interfere with statutory entitlements are not automatically null. If the legator makes a disposition that will partially or completely deprive the heir of the statutory entitlement and the heir does not file a lawsuit for the annulment of this disposition or action in abatement, the disposition of the legator will remain valid. 

VIII. How Can an Heir with Statutory Entitlement Claim Their Rights in Case of an Interference by the Legator? 

First, it should be noted that the existence of heirs with statutory entitlement does not abolish the legator’s ability to dispose, but only limits it. The disposition of the legator that infringes on the statutory entitlement are not automatically null and can only be subject to abatement if the heir with the statutory entitlement requests. In other words, parts of the dispositions interfering with the statutory entitlement can be requested to be returned. 

Abatement is demanded through a lawsuit, and as a result of the lawsuit, the disposition of the legator is not completely invalidated, but only the parts interfering with the statutory entitlement. Action in abatement and other possible lawsuits regarding inheritance will be explained in detail in our subsequent articles.

By M. Tarik Gueryuz, Partner, and Aziz Can Cengiz, Junior Attorney, Guleryuz & Partners

Akol has advised the founding shareholders of Ekol Ofset on the sale of a 75.01% controlling stake in the company to Romvan.

Ekol Ofset is a paper-based packaging supplier in Turkey. Romvan operates in the production of packaging solution products.

Akol’s team included Partners Meltem Uslu-Akol, and Tugce Tatari, Associates Selin T, Ilay Erarslan, and Sebnem Kavasoglu, and Lawyer Pinar Babaoglu.

Editor’s Note: After this article was published, Dentons’ Turkish affiliate Balcioglu Selcuk Ardiyok Keki informed CEE Legal Matters that it had advised Romvan on the deal. The Baseak team included Partner Dogan Eymirlioglu, Senior Associate Ece Cakirel, and Associate Eda Yilmaz.

Ozbek Attorney Partnership has promoted former Managing Associate Gulsah Gokce to Partner as of November 1, 2021.

Gokce has been with Ozbek Attorney Partnership since 2011, having first joined as an Attorney-at-Law, and later promoted as Managing Associate in 2019. Before that, she worked with Cinar & Cinar Law Office for three years.

According to the firm, Gokce specializes in corporate and commercial law, data privacy and data security, corporate governance, corporate litigation, employment, employee benefits, executive compensation, and employment Litigation.

“Gulsah has been an invaluable colleague for many years and we are confident that with her excellent skills and foresight she will excel in her new role as well,” Ozbek Attorney Partnership announced.