Category: Turkiye

Former Coca-Cola Operations Legal Counsel and Local Ethics Officer for the Turkey Region Ece Sarica has been appointed to IP Counsel, Europe at Coca-Cola GB in London.

Sarica has been with the Coca-Cola Company since 2019 as its Operations Legal Counsel and Local Ethics Officer for the Turkey region, under the Eurasia & Middle East Operating Unit (former Turkey, Caucasia, and Central Asia Business Unit).

Before moving in-house, she was an Associate Lawyer with Paksoy, between 2017 and 2018, an Associate with the Akol Law Firm, between 2015 and 2017, and an Associate with DLA Piper, between 2011 and 2015.

“I am thrilled to join the amazing global IP team that safeguards the billion-dollar loved brand portfolio of the Coca-Cola Company,” Sarica said. “Managing such iconic brands in a large region like Europe entails a highly sophisticated business environment consisting of many different countries, stakeholders, dynamics. In this aspect, I am grateful to have a strong local basis to build on as having served as the General Counsel for the Turkey region for two and a half years before moving to this challenging regional position and I hope to continue adding value to what I do as a global lawyer at this great company.”

Originally reported by CEE In-House Matters.

BTS & Partners has advised luxury food order and delivery platform Fuudy.co on its recent USD 1.1 million seed funding round.

According to the firm, the round included angel investors Barbaros Ozbugutu, Can Hakko, Yagiz Cekin, and Mehmet Kosem.

The BTS team was led by Partner Okan Arican and Associate Zeynep Dilruba Guldogan.

On June 1, 2021, CEE Legal Matters reported that the Ozbek law firm had advised Tarentum on Bogazici’s Ventures investment of USD 1.4 million into Tarentum, a developer of machine learning and artificial intelligence technology solutions. CEE In-House Matters spoke with Bora Tokyay, Managing Director at Tarentum, to learn more about the matter.

CEEIHM: Let’s begin by telling our readers a bit about Tarentum.

Bora: Tarentum is an Artificial Intelligence powerhouse that, over the years, has solved some of the most challenging business problems for a variety of businesses in industries such as gaming, energy, banking, and e-commerce. In the last year, we have channeled all of our focus to two products where we’ve gained traction and are growing internationally. Our product for the gaming industry empowers marketing professionals with AI to optimize their operations in a hassle-free manner. Our renewable energy-focused product uses AI to maximize the revenue wind plant owners generate.

CEEIHM: You recently secured an investment from Bogazici Ventures. What do you believe made your company attractive to the investor?

Bora: I believe it was a combination of two things that made us attractive to the investor: First of all, our capability to bring together exceptional data science capabilities with solid software engineering expertise within a well-functioning team is quite unique. What complements that is our vision to leverage this core strength to make an impact in digital marketing and cleantech where the needs and opportunities are global and immense.

CEEIHM: What will the investment be used for?

Bora: The investment will be used for product development and global marketing & business development.

CEEIHM: Why did you choose Ozbek as your advisor?

Bora: Ozbek has been our advisor since we started the company. They were recommended to us by close friends of ours who also had successful startups and over the years we have acknowledged multiple times that it was the right decision to work with Ozbek for several reasons.

CEEIHM: What was Ozbek’s mandate on the deal?

Bora: Thanks to Ozbek’s expertise, we were always confident that our interests were protected in the best way possible legally. Because of their dedication to us, we could see how they always put themselves in our shoes and “owned” our issues and concerns as if they were theirs. While some other advisors can have their own agenda, Ozbek understands our need as a startup to move fast and get deals done. Which was pretty much the mandate on the deal with Bogazici Ventures as well. We asked Ozbek to make sure the deal would be beneficial for us in the short term without having any clauses that would inhibit the future growth of the company. We are quite happy with the end result and appreciate that we couldn’t have gotten to this point without Ozbek.

Originally reported by CEE In-House Matters.

Erdem & Erdem has advised Akinon on securing a USD 20 million Series B investment from the Actera Group, Revo Capital, and Endeavor Catalyst. BTS & Partners advised Revo Capital and Endeavor Catalyst on the deal. The Verdi Law Firm reportedly advised the Actera Group.

Akinon is a privately held software developer that provides omnichannel commerce solutions to retail brands worldwide. The company was founded in 2016 and has offices in London, Dubai, Athens, and Istanbul. According to Erdem & Erdem, Akinon “operates in 17 different countries and aims to become one of the world’s largest digital commerce platforms in three years.”

With the introduction of Turkish Data Protection Law No. 6698 (the KVKK) back in 2016, data privacy has become an important aspect of M&A transactions and due diligence processes. Concerned about the potential administrative fines under the law and the strict scrutiny of the Turkish Data Protection Authority (DPA), buyers started to place greater importance on the compliance of target companies’ privacy practices with the law.

It must be noted that privacy compliance in an M&A transaction is not only about the target company’s privacy practices. As part of the due diligence process, companies exchange large quantities of data, which also includes personal information on real persons such as employees or representatives of business partners; and such exchanges have a number of privacy implications.

To Transfer or Not to Transfer

Privacy issues and proposed solutions usually differ based on the time of the transaction. The early stages of a transaction are usually the trickiest in terms of data privacy. As the parties are still in negotiations, and it is unclear whether the transaction will go through, disclosure of a large amount of personal data at this stage may be contrary to data minimization and proportionality principles. Additionally, at this stage, it is usually difficult to identify a legal basis for such transfers, other than the legitimate interests of the seller, and certain types of personal data cannot be processed based on legitimate interest. Finally, considering that parties may want to keep the negotiation phase confidential, it may not be desirable to notify the data subjects involved pursuant to the notice requirement or obtain their explicit consent where necessary for the transfers. Accordingly, companies tend to consider anonymizing personal data for transfers during the pre-signoff phase.

Anonymization of personal data during the transaction may be especially crucial for sensitive data. Processing of sensitive data is subject to strict requirements under the KVKK, and in most cases, data subjects (e.g., employees) consent may be required prior to the disclosure of sensitive data. Considering the practical difficulties of obtaining consent, and the risk of that consent being withdrawn, the recommended approach in practice is to anonymize sensitive data or remove it from files shared with the prospective buyer.

Data Room Issues

M&A transactions usually involve the setting up of a data room to exchange documents and information for the due diligence process. Unless the data room provider is located in Turkey, transferring documents that contain personal data to the data room would trigger cross-border data transfer obligations.

In Turkey, the cross-border data transfer requirements have been heavily debated due to the availability of feasible mechanisms data controllers may resort to. In the current legislative framework, companies may either obtain consent or rely on undertaking letters or the BCRs approved by the DPA. The approval process may take years, and thus undertaking letters/BCRs are seen as long-term solutions. Therefore, in terms of M&A transactions, some of the disclosing parties either obtain consent from concerned data subjects or anonymize data where possible to avoid the requirements for cross-border data transfers. Others choose to adopt a risk-based approach, particularly if the personal data that needs to be shared is minimal (e.g., only the names and signatures of authorized signatories).

When and How Should I Notify?

As briefly mentioned above, among other considerations, the fulfillment-of-notice requirement is another privacy-related issue. As a rule, data controllers must notify data subjects prior to processing their personal data. On the seller’s side, as most M&A transactions have a confidential nature, making it difficult to notify the data subjects whose personal data will be processed, sellers generally ensure that potential M&A transactions are included as a potential purpose of personal data processing in the privacy notices they give to their employees.

Buyers must also comply with the notice requirement to the extent they process personal data they obtained during the transaction as a data controller, which also raises confidentiality concerns. Unlike the GDPR, the KVKK does not provide comprehensive exemptions from the notice requirement (e.g., professional secrecy or impossibility/serious impairment of the objectives of processing). Therefore, it is currently unclear how and to what extent the buyer may comply with this requirement.

Conclusion

Privacy compliance is elemental to M&A transactions, and companies must carefully analyze privacy risks concerning not only the target business but also the transaction process itself.

By Ilay Yilmaz, Partner, Esin Attorney Partnership

This Article was originally published in Issue 8.6 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

On April 13, 2021, Turkish Constitutional Court [the “Court”] ruled that the applicant’s right to property is violated because his assets have been restricted by a preliminary injunction for 15 years. The judgement emphasized that for a preliminary injunction restricting right to property to be deemed proportionate, proportionality should be established in terms of both the scope and the duration of the injunction.

Course of Events

In the lawsuit filed against the applicant on 23.05.2006 for the cancellation and registration of the title deed based on inheritor’s collusion, which is still pending, an preliminary injunction was also requested regarding his assets, and the district court accepted this request. As a result, the applicant’s right to dispose his assets have been restrained by a preliminary injunction since then.

The applicant alleged that the preliminary injunction on his immovable properties has been effective since 2006, that the proceedings have not been concluded yet, and that his right to property has been violated given that his right of disposition on the immovables has been restricted for too long.

Court’s Assessment

The Court emphasized that the administration has a wide discretion in taking necessary measures to secure a possible receivable and has the authority to limit the power of disposition on the property for a certain period within the scope of these measures, but the implementation of these measures should not impose an excessive burden on the property owner. That is to say, the public authorities applying measures to protect the rights of the other party in the respective relationship should also consider the effects of the relevant measures on the right to property, and the measures should not lead to a disproportionate intervention in terms of both duration and scope.

In this regard, the Court rules that the preliminary injunction on the applicant’s immovables since 2006 exceeded the reasonable period of time, the measure limiting the right to property imposes an excessive burden on the applicant, and as a result, the right to property protected in Article 35 of the Constitution of the Republic of Turkey has been violated.

By M. Tarik Guleryuz, Partner, and Baris Ulker, Senior Associate, Guleryuz & Partners

The National Artificial Intelligence Strategy [“the Strategy”] which was recently announced via a Circular, was unveiled on 24.08.2021 and published by the Digital Transformation Office of the Presidency of the Republic of Turkey [“DTO”].

In the Strategy, developments and regulations in various regions of the world in the field of artificial intelligence were examined, and it was stated that Turkey is ready to follow these developments. In this context, academic and technological work in the field of artificial intelligence was comparatively examined and the sharp increase in employment and education in the field of artificial intelligence technologies in recent years was emphasized.

Turkey’s current artificial intelligence policy and work in this field were also summarized within the scope of the Strategy. Formation of the National Data Dictionary [“NDD”] was announced in order to standardize data use of public institutions to create data-based decision-making processes in the public sector and to improve cooperation between public institutions. Another project announced within the scope of the Strategy in the field of data is the “Open Government Data Portal”. According to the Strategy, the data produced by public institutions will be anonymized and shared publicly within this portal. It has also been announced that the “Draft Circular on Open State Data” has been prepared to form the legal basis of the publicization of this data.

The necessity of legal regulations that will set an example for the universal legal system concerning individual rights and freedoms was also emphasized within the scope of the Strategy. Increasing the number of qualified legal experts in the field of artificial intelligence by adapting the relevant faculties to new technologies and making regulations regarding legal and criminal liability for artificial intelligence technologies have been determined as a necessity in terms of harmonization with European Union law.

Some values and principles that form the framework of the Strategy and the use of artificial intelligence were also established. Accordingly, for the use of “reliable and responsible” artificial intelligence (i) respect for human rights, democracy and the rule of law, (ii) improving the environment and the biological ecosystem, (iii) ensuring diversity and inclusion, and (iv) peaceful, just, and interconnected societies were listed as focal points.

In addition to the listed values, within the scope of the Strategy, artificial intelligence should also follow the principles of (i) proportionality, (ii) safety and security, (iii) impartiality, (iv) privacy, (v) transparency and explainability, (vi) responsibility and accountability, (vii) data sovereignty and (viii) multi-stakeholder governance.

Within the framework of these values and principles and the previously determined initiatives of “training AI specialists and increasing employment”, “incentivization of research, entrepreneurship and innovation”, “access to high-quality data and technical infrastructure”, “creating regulations that boost socioeconomical compliance”, “enhancement of international cooperation” and “acceleration of structural changes and changes in the workforce”, many objectives and measures were adopted.

The National Artificial Intelligence Strategy Guidance Board [the “Board“], which was previously established with the Circular dated 20.08.2021, will take charge in order to carry out the objectives and measures determined within the Strategy. In addition, the Artificial Intelligence Ecosystem Advisory Group, in which many fields will be represented, will be established and will advise the Board on the direction of the Strategy.

Artificial intelligence technologies, which have raised big question marks among legal scholars in the past, will now be the subject of various legal and administrative regulations with the publication of the Strategy. In this context, the strategy forms the basis of future regulations and determines the basic principles to be followed.

By Zahide Altunbas Sancak, Partner, and Aziz Can Cengiz, Junior Attorney, Guleryuz & Partners

Kabine Law Office’s Tuvan Yalim, Gulce Keskin, and Ozgecan Korkmaz Talk About The Deal of the Year in Turkey.

CEELM: First, congratulations on winning the Deal of the Year Award in Turkey!

Yalim: Thank you so much. We are delighted about it.

CEELM: Can you describe the deal for us and the firm’s role in making it happen? 

Yalim: Of course. Turkcell is the leading cellphone operator in Turkey. With this deal, the three major shareholders of Turkcell, namely the Cukurova Group, a Turkish business conglomerate, L1, a Russian-backed investment group, and Telia, the leading Scandinavian telecoms operator, transferred their controlling stake in Turkcell to the Turkish Sovereign Wealth Fund. The transaction also resulted in the settlement of long-standing international arbitrations and litigations among Turkcell’s major shareholders. Due to Turkcell’s business and market position, as well as the nature of the transaction, the deal required in-depth knowledge and engagement in many practice areas, such as dispute settlement, corporate law, mergers and acquisitions, capital markets, banking, telecommunications, and competition.

Korkmaz: In terms of the role we played, Kabine Law Office acted as principal counsel of the Cukurova Group and closely engaged with the parties and their counsel throughout the transaction. Kabine took the leading role in the Cukurova Group’s legal team, as we led all negotiations and drafting on behalf of the client, instructed Cukurova’s English solicitors, as well as local counsel in many jurisdictions, and advised the client on Turkish law matters. We were very familiar with the historical dynamics of the transaction, as well as the legal framework and structural issues to be resolved, as Kabine has been advising Cukurova on Turkcell-related matters for many years.

Keskin: In addition to the roles mentioned by Ozgecan, I should note that Kabine played another key role in the deal, as we undertook the corporate management and maintenance of the various joint-venture companies of Turkcell’s shareholders in several jurisdictions. All three major shareholders trusted us and effectively assigned this role to Kabine, which was critical in the execution of the transaction. We also led and organized all aspects of the due diligence workstream on behalf of the sellers, including the establishment and maintenance of the data room.

CEELM: How did you land the mandate and what do you believe it was about your team that got it for you?

Korkmaz: Our firm has been acting for the Cukurova Group for many years. For instance, Kabine advised the Cukurova Group in almost all their cross-border transactions, as well as their international arbitrations and litigations, for the last decade. Cukurova is therefore familiar with our team’s professionalism and expertise in the relevant fields.

Keskin: So, it did not come as a surprise to us that the Cukurova Group preferred to work with us on this deal, but we were all very excited to be a part of this transaction from the beginning.

CEELM: What was the most difficult part of this deal and how did you/your team circumvent it?

Yalim: This was a multi-party deal where three major shareholders, with very different backgrounds and objectives, had been engaged in legal battles for the control of Turkcell, in many jurisdictions, for the last 15 years. There was also the added complexity of the involvement of top-level state entities, such as the Turkish Wealth Fund and the largest Turkish state bank. As a result, there were diverging incentives to be aligned and highly contentious issues to be resolved. Our firm’s approach in such a complex deal was to be practical, business-minded, and results-oriented. With instruction and support from our client, we managed to conclude a deal that achieved the optimum result for the client.

CEELM: In contrast, what, from your perspective, went particularly smoothly and what do you believe contributed to it?

Korkmaz: Despite the animosity among the major shareholders, because of the complex and costly litigations and arbitrations that had been ongoing for a long time, the parties and their counsel were able to constructively work with each other in the context of this transaction to achieve the desired outcome.

Keskin: I agree. I think this was made possible due to the optimal transaction structure which was put in place at the beginning, and which was continuously adjusted as things progressed over the course of the deal. The highly professional deal teams and the trust and goodwill gradually built over time among the parties also contributed a great deal to the successful conclusion of the transaction.

CEELM: Looking back at the whole process, would you do anything differently if you had a second go at it?

Yalim: Looking back, we obtained the desired result for the client, with minimal inconvenience. We are satisfied with how the process was run and I don’t think we would do anything significantly different.

CEELM: In your view, what is the significance of this deal for the Turkish market? Why do you believe the judges voted for this deal over the others?

Korkmaz: Turkcell is the first and leading GSM operator of Turkey, with a pioneering role in digitalization and innovation. With this deal the long-standing shareholder disputes were resolved, for the benefit of all stakeholders of Turkcell.

Keskin: I think the value of the deal and its complexity must have been factors that affected the judges’ votes. The deal involved the settlement of ongoing disputes, a complex transaction structure executed simultaneously in many jurisdictions, the dissolution of multiple joint ventures and shareholder agreements, as well as regulatory complexities. As Turkcell is a regulated telecommunications company that is listed on both Borsa Istanbul and the New York Stock Exchange, and the undisputed market leader in its business, the deal involved important capital markets, telecommunications, and competition implications.

CEELM: Can we look forward to future similar restructurings? Why/why not?

Yalim: The Turkcell transaction is a unique one involving a complex structure with three major shareholders and a secured lender, and the settlement of high-profile international disputes. It is not likely that a transaction of this size and complexity will occur in the Turkish market in the short term. However, there has been a wave of restructurings in the Turkish market, mostly in the banking and finance market, and it is likely that there will be future restructurings in that field, among other things, due to the recent devaluation of the Turkish Lira.

This Article was originally published in Issue 8.7 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

Kabine Law Office’s Tuvan Yalim, Gulce Keskin, and Ozgecan Korkmaz Talk About The Deal of the Year in Turkey.

CEELM: First, congratulations on winning the Deal of the Year Award in Turkey!

Yalim: Thank you so much. We are delighted about it.

CEELM: Can you describe the deal for us and the firm’s role in making it happen? 

Yalim: Of course. Turkcell is the leading cellphone operator in Turkey. With this deal, the three major shareholders of Turkcell, namely the Cukurova Group, a Turkish business conglomerate, L1, a Russian-backed investment group, and Telia, the leading Scandinavian telecoms operator, transferred their controlling stake in Turkcell to the Turkish Sovereign Wealth Fund. The transaction also resulted in the settlement of long-standing international arbitrations and litigations among Turkcell’s major shareholders. Due to Turkcell’s business and market position, as well as the nature of the transaction, the deal required in-depth knowledge and engagement in many practice areas, such as dispute settlement, corporate law, mergers and acquisitions, capital markets, banking, telecommunications, and competition.

Korkmaz: In terms of the role we played, Kabine Law Office acted as principal counsel of the Cukurova Group and closely engaged with the parties and their counsel throughout the transaction. Kabine took the leading role in the Cukurova Group’s legal team, as we led all negotiations and drafting on behalf of the client, instructed Cukurova’s English solicitors, as well as local counsel in many jurisdictions, and advised the client on Turkish law matters. We were very familiar with the historical dynamics of the transaction, as well as the legal framework and structural issues to be resolved, as Kabine has been advising Cukurova on Turkcell-related matters for many years.

Keskin: In addition to the roles mentioned by Ozgecan, I should note that Kabine played another key role in the deal, as we undertook the corporate management and maintenance of the various joint-venture companies of Turkcell’s shareholders in several jurisdictions. All three major shareholders trusted us and effectively assigned this role to Kabine, which was critical in the execution of the transaction. We also led and organized all aspects of the due diligence workstream on behalf of the sellers, including the establishment and maintenance of the data room.

CEELM: How did you land the mandate and what do you believe it was about your team that got it for you?

Korkmaz: Our firm has been acting for the Cukurova Group for many years. For instance, Kabine advised the Cukurova Group in almost all their cross-border transactions, as well as their international arbitrations and litigations, for the last decade. Cukurova is therefore familiar with our team’s professionalism and expertise in the relevant fields.

Keskin: So, it did not come as a surprise to us that the Cukurova Group preferred to work with us on this deal, but we were all very excited to be a part of this transaction from the beginning.

CEELM: What was the most difficult part of this deal and how did you/your team circumvent it?

Yalim: This was a multi-party deal where three major shareholders, with very different backgrounds and objectives, had been engaged in legal battles for the control of Turkcell, in many jurisdictions, for the last 15 years. There was also the added complexity of the involvement of top-level state entities, such as the Turkish Wealth Fund and the largest Turkish state bank. As a result, there were diverging incentives to be aligned and highly contentious issues to be resolved. Our firm’s approach in such a complex deal was to be practical, business-minded, and results-oriented. With instruction and support from our client, we managed to conclude a deal that achieved the optimum result for the client.

CEELM: In contrast, what, from your perspective, went particularly smoothly and what do you believe contributed to it?

Korkmaz: Despite the animosity among the major shareholders, because of the complex and costly litigations and arbitrations that had been ongoing for a long time, the parties and their counsel were able to constructively work with each other in the context of this transaction to achieve the desired outcome.

Keskin: I agree. I think this was made possible due to the optimal transaction structure which was put in place at the beginning, and which was continuously adjusted as things progressed over the course of the deal. The highly professional deal teams and the trust and goodwill gradually built over time among the parties also contributed a great deal to the successful conclusion of the transaction.

CEELM: Looking back at the whole process, would you do anything differently if you had a second go at it?

Yalim: Looking back, we obtained the desired result for the client, with minimal inconvenience. We are satisfied with how the process was run and I don’t think we would do anything significantly different.

CEELM: In your view, what is the significance of this deal for the Turkish market? Why do you believe the judges voted for this deal over the others?

Korkmaz: Turkcell is the first and leading GSM operator of Turkey, with a pioneering role in digitalization and innovation. With this deal the long-standing shareholder disputes were resolved, for the benefit of all stakeholders of Turkcell.

Keskin: I think the value of the deal and its complexity must have been factors that affected the judges’ votes. The deal involved the settlement of ongoing disputes, a complex transaction structure executed simultaneously in many jurisdictions, the dissolution of multiple joint ventures and shareholder agreements, as well as regulatory complexities. As Turkcell is a regulated telecommunications company that is listed on both Borsa Istanbul and the New York Stock Exchange, and the undisputed market leader in its business, the deal involved important capital markets, telecommunications, and competition implications.

CEELM: Can we look forward to future similar restructurings? Why/why not?

Yalim: The Turkcell transaction is a unique one involving a complex structure with three major shareholders and a secured lender, and the settlement of high-profile international disputes. It is not likely that a transaction of this size and complexity will occur in the Turkish market in the short term. However, there has been a wave of restructurings in the Turkish market, mostly in the banking and finance market, and it is likely that there will be future restructurings in that field, among other things, due to the recent devaluation of the Turkish Lira.

This Article was originally published in Issue 8.7 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

Kabine Law Office’s Tuvan Yalim, Gulce Keskin, and Ozgecan Korkmaz Talk About The Deal of the Year in Turkey.

CEELM: First, congratulations on winning the Deal of the Year Award in Turkey!

Yalim: Thank you so much. We are delighted about it.

CEELM: Can you describe the deal for us and the firm’s role in making it happen? 

Yalim: Of course. Turkcell is the leading cellphone operator in Turkey. With this deal, the three major shareholders of Turkcell, namely the Cukurova Group, a Turkish business conglomerate, L1, a Russian-backed investment group, and Telia, the leading Scandinavian telecoms operator, transferred their controlling stake in Turkcell to the Turkish Sovereign Wealth Fund. The transaction also resulted in the settlement of long-standing international arbitrations and litigations among Turkcell’s major shareholders. Due to Turkcell’s business and market position, as well as the nature of the transaction, the deal required in-depth knowledge and engagement in many practice areas, such as dispute settlement, corporate law, mergers and acquisitions, capital markets, banking, telecommunications, and competition.

Korkmaz: In terms of the role we played, Kabine Law Office acted as principal counsel of the Cukurova Group and closely engaged with the parties and their counsel throughout the transaction. Kabine took the leading role in the Cukurova Group’s legal team, as we led all negotiations and drafting on behalf of the client, instructed Cukurova’s English solicitors, as well as local counsel in many jurisdictions, and advised the client on Turkish law matters. We were very familiar with the historical dynamics of the transaction, as well as the legal framework and structural issues to be resolved, as Kabine has been advising Cukurova on Turkcell-related matters for many years.

Keskin: In addition to the roles mentioned by Ozgecan, I should note that Kabine played another key role in the deal, as we undertook the corporate management and maintenance of the various joint-venture companies of Turkcell’s shareholders in several jurisdictions. All three major shareholders trusted us and effectively assigned this role to Kabine, which was critical in the execution of the transaction. We also led and organized all aspects of the due diligence workstream on behalf of the sellers, including the establishment and maintenance of the data room.

CEELM: How did you land the mandate and what do you believe it was about your team that got it for you?

Korkmaz: Our firm has been acting for the Cukurova Group for many years. For instance, Kabine advised the Cukurova Group in almost all their cross-border transactions, as well as their international arbitrations and litigations, for the last decade. Cukurova is therefore familiar with our team’s professionalism and expertise in the relevant fields.

Keskin: So, it did not come as a surprise to us that the Cukurova Group preferred to work with us on this deal, but we were all very excited to be a part of this transaction from the beginning.

CEELM: What was the most difficult part of this deal and how did you/your team circumvent it?

Yalim: This was a multi-party deal where three major shareholders, with very different backgrounds and objectives, had been engaged in legal battles for the control of Turkcell, in many jurisdictions, for the last 15 years. There was also the added complexity of the involvement of top-level state entities, such as the Turkish Wealth Fund and the largest Turkish state bank. As a result, there were diverging incentives to be aligned and highly contentious issues to be resolved. Our firm’s approach in such a complex deal was to be practical, business-minded, and results-oriented. With instruction and support from our client, we managed to conclude a deal that achieved the optimum result for the client.

CEELM: In contrast, what, from your perspective, went particularly smoothly and what do you believe contributed to it?

Korkmaz: Despite the animosity among the major shareholders, because of the complex and costly litigations and arbitrations that had been ongoing for a long time, the parties and their counsel were able to constructively work with each other in the context of this transaction to achieve the desired outcome.

Keskin: I agree. I think this was made possible due to the optimal transaction structure which was put in place at the beginning, and which was continuously adjusted as things progressed over the course of the deal. The highly professional deal teams and the trust and goodwill gradually built over time among the parties also contributed a great deal to the successful conclusion of the transaction.

CEELM: Looking back at the whole process, would you do anything differently if you had a second go at it?

Yalim: Looking back, we obtained the desired result for the client, with minimal inconvenience. We are satisfied with how the process was run and I don’t think we would do anything significantly different.

CEELM: In your view, what is the significance of this deal for the Turkish market? Why do you believe the judges voted for this deal over the others?

Korkmaz: Turkcell is the first and leading GSM operator of Turkey, with a pioneering role in digitalization and innovation. With this deal the long-standing shareholder disputes were resolved, for the benefit of all stakeholders of Turkcell.

Keskin: I think the value of the deal and its complexity must have been factors that affected the judges’ votes. The deal involved the settlement of ongoing disputes, a complex transaction structure executed simultaneously in many jurisdictions, the dissolution of multiple joint ventures and shareholder agreements, as well as regulatory complexities. As Turkcell is a regulated telecommunications company that is listed on both Borsa Istanbul and the New York Stock Exchange, and the undisputed market leader in its business, the deal involved important capital markets, telecommunications, and competition implications.

CEELM: Can we look forward to future similar restructurings? Why/why not?

Yalim: The Turkcell transaction is a unique one involving a complex structure with three major shareholders and a secured lender, and the settlement of high-profile international disputes. It is not likely that a transaction of this size and complexity will occur in the Turkish market in the short term. However, there has been a wave of restructurings in the Turkish market, mostly in the banking and finance market, and it is likely that there will be future restructurings in that field, among other things, due to the recent devaluation of the Turkish Lira.

This Article was originally published in Issue 8.7 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.