Category: Turkiye

Gunel Rzayeva has joined VavaCars as Senior Legal Counsel in Istanbul.

VavaCars is part of a global group of companies focused on the energy sector. Worldwide, the group is invested in over 5,000 service stations, five oil refineries, and 18 million cubic meters of storage for petroleum products, as well as other energy infrastructure, including ships. In Turkey, VavaCars partners with Petrol Ofisi and operates at selected stations.

Before joining VavaCars, Rzayeva says she “single-handedly led all legal processes” at Big Chefs for over three years. Before that, she spent almost three years as Corporate Legal Counsel with the Allianz Group. Before moving in-house in 2013, Rzayeva was an Associate with DLA Piper, advising on domestic and international mergers and acquisitions.

“I am very excited about being a part of the fantastic VavaCars team and being the sole in-house legal counsel of the company,” Rzayeva commented. “I was always interested in tech companies which are very dynamic in the world. VavaCars is building the first of its kind start-up offering in the world by merging the tech and auto worlds. I hope to be able to transfer the core of what I have learned in my professional career and look forward to helping the company as it delivers on its strategy.”

Originally reported by CEE In-House Matters.

Paksoy, working with lead counsel Freshfields, has advised Belgium’s Solvay S.A. chemical company on the sale of its North American and European amphoteric surfactant manufacturing business, including the tolling business in Turkey, to OpenGate Capital. Morgan Lewis acted as global counsel to Open Gate with Akol providing Turkish advice. 

The transaction is expected to close by the end of March 2021, subject to regulatory approvals. 

Paksoy’s team included Partners Elvan Aziz and Sansal Erbacioglu and Senior Associate Miray Cura.

Akol’s team included Partner Omer Gokhan Ozmen and Senior Associates Damla Keskin and Sinan Sunay.

Akol Law has advised Turkiye Sinai Kalkinma Bankasi A.S. on its 144A/Reg S placement of USD 350 million sustainable Eurobonds with 5-year maturity. Clifford Chance reportedly advised joint bookrunners Bank ABC, BNP Paribas, Citi, Commerzbank, ING, SMBC Nikko, and Standard Chartered Bank.

Turkiye Sinai Kalkinma Bankasi is an Istanbul-based provider of corporate and investment banking and business advisory services.

Akol Law’s team was led by Partner Gunes Yalcin.

Editor’s note: After this article was published, Clifford Chance announced that it had advised the joint bookrunners on the deal. The firm’s team included, in London, Partner David Dunnigan, Senior Associate Peter Pears, and Associate Nigel Leong; in Paris, Partner Alex Bafi, Counsel Olivier Plessis, and Associate Ryan Bosch; and in Istanbul, Partner Itir Ciftci, Counsel Sait Eryilmaz, and Associate Ali Can Altiparmak.

Guzel Law has advised OSEM A.S. and the Insurance Association of Turkey before the Competition Board of Turkey.

According to Guzel Law, the firm advised its clients “for the first structural commitment and second behavioral commitment practice” before the Competition Board.

Partner Oguzkan Guzel stated that he is “proud and humbled to have worked on the first application of [a] commitment mechanism in Turkey.”

Erdem Aslan has been promoted to Head of Innovation and Senior Associate at BTS Partners.

Aslan advises on Turkish personal data protection and electronic communications law. According to BTS Partners, “besides advising on several projects with some of the most important communications operators in Turkey, he works with international operators on local regulatory compliance matters.”

Aslan holds an LL.B. from Galatasaray University. Prior to joining BTS Partners in 2014, he spent almost two years with Gen Temizer Ozer.

According to BTS Partners, “we’re wishing all the best and success to Erdem as our new Senior Associate & Head of Innovation and look forward to contributing to BTS & Partners’ future together.” 

The Bilgi Law Firm has opened for business in Istanbul.

The Bilgi Law Firm is led by former CMS Counsel Levent Bilgi and Ozlem Sonmez Bilgi. According to the firm’s website, the firm’s area of expertise include “services regarding the commercial activities and investments of multi-national foreign companies and investors in Turkey,” and it offers services on both Turkish law and German law matters.

Levent Bilgi is admitted to practice in both Turkey and Germany. According to the Bilgi Law Firm, “he advises a broad range of domestic and multinational clients on international commercial law, trade and corporate law, and public economic law.” According to the firm, “he specializes in the energy sector and infrastructure projects and is especially active in renewable energy, privatizations, private finance initiatives, public-private partnerships, and private finance.”

Bilgi has a J.D. from Ruhr University Bochum and a graduate diploma in law from the Dokuz Eylul University. Before founding the Bilgi Law Firm, he spent over ten years with Baker McKenzie and almost three years with CMS.

According to the Bilgli Law Firm, Ozlem Sonmez Bilgi has “provided litigation services regarding the lawsuit files of the disputes arising from corporate law, law of obligations, all types of contracts, real estate law, employment law, administrative law, law of enforcement, intellectual property law, e-commerce, and consumer law matters.” According to the firm, she also provides “consultancy services to multinational and local clients on their day to day business, mainly by preparing, revising, and negotiation of all kinds of agreements; providing consultancy on corporate law, employment law, e-commerce, and consumer law matters; preparing the board of directors and general assembly meetings of the clients and representation of the clients in the said meetings, and preparing due diligence reports with regard to mergers and acquisitions of the companies.”

Bilgi has an LL.B. from Dokuz Eylul University.

Paksoy has provided local Turkish assistance to lead counsel Hogan Lovells in advising pharmaceutical supply chain company AmerisourceBergen on the acquisition of the pharmaceutical wholesale business of Walgreens Boots Alliance in several countries, as well as select parts of its international retail pharmacy business, for approximately USD 6.5 billion.

Paksoy’s team included Partners Stephanie Beghe Sonmez and Togan Turan, Senior Associates Emre Kotil and Can Yasin Aksoy, and Associate Ilayda Gunes.

Editor’s note: After this article was published, Tuca Zbarcea & Asociatii informed CEE Legal Matters that it had advised AmerisourceBergen on the Romanian part of the transaction. The firm’s team included Partners Ciprian Dragomir and Serban Paslaru, Managing Associates Dominic Morega, Roxana Pana, Dana Blaer, and Mihai Anghel, and Tax Manager Ramona Moisa.

In addition, CEE Legal Matters learned that Cravath Swaine & Moore and Morgan Lewis & Bockius had advised AmerisourceBergen as well, with Debevoise & Plimpton advising J.P. Morgan acting as the exclusive financial adviser. Meanwhile, Cleary Gottlieb Steen & Hamilton and Baker McKenzie had advised Walgreens and Kirkland & Ellis had advised Walgreens’ financial adviser, Centerview Partners.

Ece Ozelgin has been appointed Head of BTS & Partners’ Public Policy practice, as well as Managing Director at the firm’s BTS Policy initiative.

According to BTS & Partners, Ozelgin has extensive knowledge and experience in information and communication technologies, public policy and government relations, as well as regulatory compliance.

Prior to joining BTS & Partners in 2017, Ozeglin spent two years at the Gur Law Firm and another two at Paksoy. From 2015 to 2016 she was an attorney at law in the City of Los Angeles Intellectual Property Department. She graduated from Koc University in 2010 and obtained an LL.M. from the University of Southern California in 2015.

Turkey and the United Kingdom (the United Kingdom of Great Britain and Northern Ireland ) (the “UK”) signed the Free Trade Agreement (the “FTA”) on December 29th, 2020 just before the UK exits European Union (the “EU”). The FTA, which came into force as of January 1st, 2021, ensures special trading terms for UK businesses, which can continue to export and import under preferential tariffs, compared with no agreement.

The deal with Turkey is the fifth-biggest free trade agreement the UK has negotiated after deals with Japan, Canada, Switzerland and Norway.

Major wins based on the UK – Turkey Free Trade Agreement:

• It secures the existing tariff-free flow of goods for the 7,600 UK businesses that exported goods to Turkey in 2019, the businesses without being affected after UK formally leaves the EU;
• It protects vital UK-Turkey supply chains in the automotive, manufacturing and steel industries (i.e. about a third of the engines built in the UK go to Turkey as one in five new vans sold in Britain come from Turkey);
• It supports a trading partnership worth £18.6 billion last year;
• It delivers vital certainty for business and supports thousands of jobs across the UK and Turkey (i.e. there are more than 3000 British companies operating in Turkey and around 7,600 businesses in the UK exporting goods to Turkey); 
• It lays the groundwork for a more ambitious, dynamic, competitive and progressive UK – Turkey trade relationship in the future (i.e it contains a review clause that requires the two nations to meet within the next two years to expand the content to include services like digital services, and regulations on trade and agriculture).

Not being able to bring into effect, the FTA would result in the reimposition of many tariffs, returning to World Trade Organisation (“WTO”) Most-Favoured-Nation (“MFN”) treatment with Turkey, which would then lead to an increase in duties on some of the exports to, and imports from Turkey. Reverting to Turkey’s current MFN tariff rates and UK’s MFN tariff rates would result in an annual increase in total duties of the UK around £578 million while causing a cost of around £1.8 billion for Turkey due to increased export tariffs.

Turkey’s Position in the International Trade Arena

Turkey has the 17th largest economy in the world, and 6th in the Europe. It is one of the most attractive and dynamic overseas markets for most of the other countries. This rapidly growing economy, with a population of 80 million and a well-educated and young workforce has direct trade routes, a government keen to encourage trade and a strong geographical position linking Europe and Asia.

Turkey is already a member of the EU Customs Union. In 2019, Turkey was the EU’s 5th largest trading partner, export market and provider of imports. 

In addition to the Customs Union and other agreements with the EU, Turkey currently has 20 free trade agreements in force with namely, EFTA, Israel, Macedonia, Bosnia-Herzegovina, Palestine, Tunisia, Morocco, Syria, Egypt, Albania, Georgia, Montenegro, Serbia, Chile, Mauritius, South Korea, Malaysia, Moldova, Faroe Islands and Singapore.

Turkey’s automotive companies are among the world’s largest van, bus and truck manufacturers.

Facts about Turkey – UK Trade

UK plays a critical role in Turkey’s economy. According to 2019 data, The UK is Turkey’s 2^nd biggest export market and Turkey’s 5^th largest investor, with investments in Turkey worth nearly £ 8.5 billion.

Also Turkey is UK’s 19th largest trading partner, accounting for 1.3% of its total trade in goods and services in 2019, which was £18.6 billion. UK’s exports to Turkey were £7.7 billion while imports from Turkey, over the same period, were £10.9 billion.

In 2019, the top goods exported to Turkey were machinery and mechanical appliances as well as precious stones and metals (mainly gold) while top goods imported from Turkey were vehicles other than railway or tramway stock and machinery (including diesel and semi-diesel engines, automobiles) and mechanical appliances.

In 2019, UK Revenue and Customs Authority (HMRC) estimated that around 7,600 VAT registered businesses in the UK exported goods to Turkey and around 10,600 imported goods from Turkey.

Details of the UK – Turkey Free Trade Agreement

Scope of the FTA

The FTA will apply to the United Kingdom of Great Britain and Northern Ireland. In addition, provisions of the FTA will also  apply to the Crown Dependencies (the Bailiwicks of Guernsey and Jersey, and the Isle of Man). The FTA includes a mechanism which will allow for further extension to the Crown Dependencies and Overseas Territories.

Governance

The body responsible for overseeing the operation and implementation of the FTA is the Joint Committee. The Joint Committee, which replicates the one set out under the EU-Turkey Agreement, is comprised of representatives from both parties and able to implement technical amendments efficiently as decisions of the Joint Committee are binding on the parties and are not subject to the Parliamentary scrutiny procedures in the UK’s Constitutional Reform and Governance Act 2010 (the “CRaG Act”).

Differences with the EU-Turkey Customs Union

UK-Turkey FTA

• Goods will only continue to benefit from tariff preferences if they originate in either Turkey or the UK. However, as shifting from “EU” originating to the UK or “Turkey” originating has implications for goods traded between the UK, the EU and Turkey; in order to provide maximum continuity for business, it has been agreed in the FTA that EU materials can be recognised (i.e. cumulated) in Turkey’s and the UK’s exports to one another. EU processing, except when in relation to textiles, can also be cumulated in Turkey’s and the UK’s exports to one another.
• Tariff commitments in Sterling
• Complex agricultural tariffs such as the entry price system and other complex tariffs with an “agricultural component” will not be applied to originating imports from Turkey unless these are also in the UK’s applied MFN schedule.
• Tariff rate quotas -TRQs- which allow a certain volume of a product to enter the market at a zero or reduced tariff rate, have been resized.
• A bespoke competition rules & commitments on maintaining measures which prohibit anticompetitive business conduct and ensuring competition laws respect the principles of transparency, non-discrimination and procedural fairness.

Revised dispute settlement mechanism:

• The period for making the request to establish an arbitration panel has been shortened to 60 days to allow for the prompter resolution of disputes.
• The FTA introduces compliance requirements to the dispute settlement mechanism. The Party ruled against must adhere to the panel’s ruling and there is now a review mechanism to determine progress towards compliance.
• The FTA introduces a mechanism for the parties to agree compensation or, where there is no agreement, for the complaining Party to suspend concessions should the responding Party remain non-compliant.

EU-Turkey Customs Union Set Up

• All goods that are in free circulation in one of the markets can be exported free of duty to the other party, irrespective of where they have been produced.
• Tariff commitments in Euros
• Complex tariffs being applied
• The Parties have a six-month period within which they can request the establishment of an arbitration panel.
• Arbitration awards are binding, however, there are no detailed provisions on what compliance with the award requires.
• No allowance expressly for temporary remedies to be applied in the event of non-compliance and as a result have few teeth to enforce the obligations of the losing Party.

Please note that goods covered previously by the EU-Turkey Customs Union will continue to be traded duty-free under this FTA as long as they are considered originating under the Rules of Origin Protocol of the FTA. In addition industrial goods shall be subject to zero-tariff, except for any processed agriculture products which were only partially liberalised under the EU-Turkey Customs Union.

Concluding remarks

The FTA between Turkey and the UK stands as a milestone as it underlines a much more liberalised trade relationship between two countries, and has already created positive reflections in financial markets in Turkey. It is highly possible that the continued regime will accelerate the trade volume between UK and Turkey, thus attracting more foreign investors in Turkey. Prioritised as the 5^th country coming after UK’s signing of free trade arrangements with Japan, Canada, Switzerland and Norway, Turkey signalled its importance and potential in the global trade for the coming years.

By Burcu Doner, Founder and Managing Partner, Burcu Doner Law Firm, Alliott Global Alliance

Former Chief Legal Counsel and Head of Contracts at Havelsan Yavuz Selim Gunay and Ankara Yildirim Beyazit Universitesi Faculty of Law Associate Professor Ersin Erdogan have partnered up to launch Gunay & Erdogan Attorneys-at-Law, a new law firm in Ankara.

Gunay spent the last four years at Havelsan, joining the company as the Chief Legal Counsel and taking on the additional role of Head of Contracts in 2018. He spent three and a half years with Herguner Bilgen Ozeke before moving in-house.

Erdogan has been teaching at AYBU Faculty of Law since 2015, initially as an Assistant Professor and as an Associate Professor since 2018. Between July 2018 and March 2020 he also served as Vice-Dean at the university.

“Being in private practice is really exciting,” Gunay said. “We founded a full-service boutique law firm and we are happy to assist our clients. We believe that our experience and academic background will be an asset for us.”