Category: Turkiye

Paksoy has advised Volex on its entrance into a EUR 61.8 million share purchase agreement for the acquisition of the entire issued share capital of DE-KA Elektroteknik in Turkey. Caliskan Okkan Toker reportedly advised the seller on the deal.

The transaction, which is contingent on the approval of the Turkish Competition Authority, is expected to close in January 2021.

DE-KA Elektroteknik is a Turkish cable manufacturer founded in 1993. Volex is a provider of electrical and optical connection solutions that operates a total of 13 manufacturing facilities and sales offices in more than 14 countries in the world.

Paksoy’s team consisted of Partner Elvan Aziz, Counsel Serdar Ildirar, and Associate Gozde Zorlu.

Abu Dhabi-based Partner Khalid Garousha has been appointed the new Regional Managing Partner for the Middle East and Turkey at Allen & Overy, succeeding Ian Ingram-Johnson who has held the position since November 2016. 

“I would like to thank Ian for his leadership, commitment to deepening relationships with our clients and helping to build our Middle East and Turkey practice to the formidable position it is in today,” stated Garousha. “I have always felt privileged to be part of our regional team and am extremely excited to have the opportunity to lead what is one of the region’s most highly regarded legal practices. I look forward to continuing to work with our clients and our people to grow our regional practice to even greater heights.”

“It is with great confidence that I pass the torch on to Khalid who has long been a natural leader and has a wealth of experience across the region having served our clients from our Abu Dhabi and Dubai offices for over 20 years,” commented Ingram-Johnson. “His leadership skills, together with his focus on our clients and our people, make him an ideal choice to lead the regional practice in a period of unprecedented opportunity.”

“On behalf of the firm I would like to thank Ian for his exceptional contribution as regional managing partner over the past four years,” commented Allen & Overy Global Managing Partner Gareth Price. “The Middle East and Turkey offices are a vital part of the firm; a leading presence in the region and well integrated in the entire Allen & Overy network. I have no doubt that the region will continue to flourish under Khalid’s leadership.”

Khalid Garousha joined A&O in 2000. According to Allen & Overy, “previously the head of A&O’s corporate practice in the Middle East, Khalid will continue his full time client-facing practice and will remain heavily involved in deal work.”

Paksoy served as Turkish counsel to global counsel Shearman & Sterling on its provision of advice to Canada’s Telus International on the USD 935 million acquisition of Lionbridge AI. Kirkland & Ellis acted as legal advisor to Lionbridge AI.

The deal is expected to close on December 31, 2020.

Telus International, a subsidiary of Telus Corporation, is a provider of digital solutions in the areas of communications and information technology.

Lionbridge is a US-based provider of crowd-based training data and annotation platform solutions used in the development of artificial intelligence algorithms to power machine learning.

Paksoy’s team was led by Partner Stephanie Beghe Sonmez, who was supported by Associate Meric Sacak.

Shearman & Sterling’s team included Partners Scott Petepiece, Sean Skiffington, Doreen Ilienfeld, Jordan Altman, Jessica Delbaum, John Beahn, Alan Goudiss, Mallory Brennan, and Lona Nallengara, Counsels Jonathan Cheng, Sara Ashall, and Associates Andreas Piepers, Michael Kim, Melisa Brower, Sonia Khandekar, Maeve Wilson, and Noni Nelson.

The Kirkland & Ellis team consisted of Partners Tana Ryan, Michele Cumpston, Lee Morlock, and Josh McLane.

Apak Uras Law Firm has advised Teknoser on its acquisition of 100% of the shares of Fujitsu Technology Solutions Bilisim from shareholders Fujitsu Technology Solutions GmbH and Fujitsu Technology Solutions Holding B.V.. Balcioglu Selcuk Ardiyok Keki Attorney Partnership advised the sellers on the deal.

Financial details were not disclosed.

Teknoser is a subsidiary of the Turkish Hitay Holding investment group.

Apak Uras’s team was led by Partners Sena Apak Heuvels and Derya Apaydin.

Editor’s note: After this article was published, Balcioglu Selcuk Ardiyok Keki Attorney Partnership confirmed its involvement to CEE Legal Matters. The firm’s team included Partners Galip Murat Selcuk, Sahin Ardiyok, and Kagan Dora, Counsel Bora Ikiler, and Associates Mert Buberoglu, Sercan Sagmanligil, Safa Cenanoglu, and Gozde Ozturk. 

Former ELIG Attorneys-at-law Associate Attorney Burak Yesilaltay has joined Google as Legal Counsel.

Yesilaltay joined ELIG in 2012 after graduating from the Istanbul Bilgi University.

During his time with ELIG, he co-authored several articles published on CEE Legal Matters, including, “Constitutional Court’s Decision on Access Ban to News Content on Social Media” and “Constitutional Court’s Decision on Access Ban to News Content on Social Media“.

Yesilaltay declared himself “happy to be a part of Google’s legal team.”

Originally reported by CEE In-House Matters.

Turkish Data Protection Authority (“DPA”) published an announcement in October 26, 2020 regarding cross-border data transfers. The purpose of the announcement seems to be providing a general response and the Turkish DPA’s views to the criticism and feedback received from private sector and academic institutions regarding the difficulties in cross-border data transfers.

DPA begins by stating it has made the effort to provide conveniences to actors involved in processing activities in order to ensure effective compliance with Law No. 6698 on Protection of Personal Data (“Law”). DPA also states that it is also trying to assist relevant actors such as taking recommendations and views of the stakeholders, giving extension of the VERBIS deadline thrice, as an example.

DPA addresses these criticisms by dividing its response to several categories:

Regulation Stipulated in the Law on the Cross-Border Data Transfers

The announcement mentions procedural requirements on cross-border data transfers by specifying the regulations stipulated in the Law and states that the relevant provisions do not aim to prevent the cross-border transfers that occur at an ever-increasing amount as a result of globalization and technological developments; but it aims to establish a predictable and transparent transfer regime based on the protection of fundamental rights and freedoms.

Determining the Countries with Adequate Protection

According to the announcement, evaluation on determining the countries with adequate protection, shortly, the adequacy assessment, can be divided into four sections: (i) assessment on whether adequate protection is available in the relevant country, (ii) the importance of reciprocal adequacy, (iii) adequacy determination operations conducted by DPA and (iv) Convention for the Protection of Individuals with regard to Automatic Processing of Personal Data (“Treaty No. 108”).

(i) Assessment on Whether Adequate Protection is Available in The Relevant Country

DPA refers to Turkish Data Protection Board (“Board”) decision dated 05.02.2019 and numbered 2019/125, which includes a form created to be used in the determination of countries with adequate protection. According to the relevant form, in determining the countries with adequate protection; it is stated that criteria such as follows, will be taken into account: reciprocity condition, legislation of the relevant country regarding the processing of personal data and its implementation, existence of an independent data protection authority, party status to international agreements on the protection of personal data,  membership status to international organizations, and membership status to global and regional organizations that Turkey is a party to, and the volume of trade with the relevant country. The announcement, by making reference to several EU documents, further states that determination of the countries with adequate protection is a dynamic process that necessitates comprehensive and multi-dimensional evaluations including establishment of dialogue mechanisms and close cooperation with the relevant country, and the continuity of the protection level provided.

(ii) The Importance of Reciprocal Adequacy

DPA refers to the sub-paragraph (b) of Article 9/4 of the Law, which stipulates that when DPA makes an adequacy evaluation on the foreign country, it will consider its reciprocity status with Turkey regarding data transfers. According to DPA, the fact that Ministry of Foreign Affairs is an important factor on the adequacy and the Ministry regards the reciprocity condition greatly. The announcement defends the focus on reciprocity by stating that a reciprocal adequacy with the country subject to evaluation will be essential for the data controllers and data processors operating in our Country to benefit from a safe, cost-free and accelerated transfer of personal data equally, to have economic benefits and in this sense and not to be at disadvantage due to the asymmetry that a single-party adequacy would create.

(iii) Adequacy Determination Operations Conducted by Turkish DPA 

DPA states that their operations regarding the determination of countries with adequate protection are carried out in close cooperation with the Ministry of Justice, the Ministry of Foreign Affairs and the Ministry of Trade and negotiations. Within this scope, meetings are held with various countries regarding adequacy and updating of Turkey’s personal data legislation in accordance with EU legislation. The announcement further states that DPA, in coordination with other relevant public institutions and organizations, has taken all necessary measures in order to conduct reciprocal adequacy negotiations with the European Commission.

(iv) Convention for the Protection of Individuals with regard to Automatic Processing of Personal Data (Treaty No. 108)

DPA addresses that the current legislative framework of international transfers is in line with the Treaty No. 108. DPA claims that the Treaty No. 108 does not eliminate the possibility of making the data flow between the Contracting States subject to notification or does not prohibit making regulations in their domestic law regarding domestic or cross-border transfers in certain cases, by making references to the Treaty and its Explanatory Note. 

Furthermore, DPA, by making reference to EU legislation, emphasizes that being a party to the Treaty No. 108 is not the only condition to determine the adequacy. DPA indicates that it follows a similar approach to EU, which makes further assessments to determine adequacy. DPA states that it is a misconception that they are making international transfer impossible since they allow international transfers in case of a written undertaking in line with Article 9 of the Law, by referring to Board decision of July 22, 2020 with number 2020/559 regarding “cross-border transfer of personal data based on Treaty with number 108”.

Personal Data Transfer to the Countries without Adequate Protection 

In terms of personal data transfer to the countries without adequate protection, the announcement indicates the requirement for parties to undertake adequate protection in written form and obtain Board’s approval, as per (b) subparagraph of second paragraph of Article 9 of the Law, by also taking into account the Board’s instructions. Following that, the announcement also refers DPA’s announcement on Binding Corporate Rules as an adequate protection mechanism for intra-group transfers to be made between multinational group companies.

Provisions Included in Other Laws

The announcement refers to provisions included in other laws regarding cross-border transfer of personal data by stating paragraph of Article 4 of the Law and sixth paragraph of Article 9 of Law and states that legal provisions that personal data processing operations are subject to in different areas are applied with the Law and therefore, the requirements arising out of the distinctive nature of these operations should also be fulfilled. The announcement refers to paragraph 6 of Article 9 of the Law, which stipulates that international transfer provisions in other laws are reserved and to paragraph 5 of Article 90 of the Constitution, which stipulates that “International agreements duly put into effect have the force of law” to emphasize that if there is a provision regarding cross-border transfer of personal data in the laws and international treaties which are duly put into effect, that provision will be followed.

DPA’s Conclusion

As a conclusion, DPA refers to the provisions regulated under third paragraph of Article 20 of the Constitution regarding the right to request protection of personal data and mainly suggests that DPA serves for the protection of a fundamental right and freedom. DPA further states it aims to benefit Turkey from the results of the opportunities arising out of technological developments, by following the relevant developments and to establish practices compliant with personal data protections laws.

DPA finalizes the announcement by stating that the process requiring the Board’s approval for cross-border data transfer which is seen as a problem by the public, is a consequence of the provision being regulated in a mandatory manner under Article 9 of the Law. 

By Gonenc Gurkaynak, Partner, Ceren Yildiz, Partner, Batuhan Aytac, Associate, and Kubra Keskin, Associate, ELIG Gürkaynak Attorneys-at-Law

Baker McKenzie’s London office and The Esin Attorney Partnership in Istanbul have advised joint global coordinators Bank of America and J.P. Morgan, joint lead manager HSBC, and co-managers Radobank and Renaissance Capital on Ulker Biskuvi Sanayi’s issuance of USD 650 million Eurobonds due 2025. White & Case advised the issuer on the deal.

Founded in  Turkey in 1944, Ulker Biskuvi Sanayi is a producer of a broad range of biscuits, chocolate, and cake products.

Baker McKenzie’s team in London consisted of Partners Megan Schellinger and Rob Mathews and Associate Ben Bierwith. The Esin Attorney Partnership’s team in Istanbul included Partner Muhsin Keskin and Associates Berk Cin and Busra Cavas.

Editor’s note: After this article was published, White & Case informed CEE Legal Matters that it had advised Ulker Biskuvi on the deal. The firm’s team consisted of London-based Partners Richard Pogrel and Laura Sizemore and Associate Jessica Oliver and Istanbul-based Partner Derin Altan and Associate Eren Ayanlar.

The Balcioglu Selcuk Ardiyok Keki Attorney Partnership has advised Sabanci Holding and the PPF Group on the acquisition by each of a 50% stake in Temsa Ulasim Araclari Sanayi ve Ticaret Anonim Sirketi.

Financial details of the transaction were not disclosed.

Temsa is a Turkish bus and coach manufacturer, with more than 20,000 vehicles sold domestically and 15,000 exported to 70 countries around the world.

Sabanci Holding, through its subsidiaries, has developed a portfolio in education, banking, insurance, energy, industrial, building materials, retail, and technology.

PPF Group is an international investment company which manages assets valued at EUR 50 billion. It is the main shareholder of the Czech engineering and industrial company Skoda Transportation.

BASEAK’s team consisted of Partner Galip Murat Selcuk, Counsel Selahattin Kaya, and Associates Idil Tumer and Muge Atalay.

BASEAK did not reply to an inquiry about the deal.

Ali Ilicak has joined Cetinkaya in Istanbul as Partner and Head of the firm’s Competition and Economics practice.

According to Cetinkaya, “in his three decades in the industry, Ilicak worked with international law firms, national governments, blue chip enterprises, and leading Turkish companies.” The firm reported that he ”helped establish the Turkish Competition Authority in 1997, gaining invaluable experience as an economics consultant conducting investigations into merger, cartel, and dominance cases.” Ilicak spent seven years as a Competition expert with the authority before moving to the Istanbul-based consulting company Actecon in 2005. After eight years there he joined Dentons, and in 2015 became Director of Competition & Regulations at PwC Legal.

Cetinkaya states that over the years, “Ilicak has represented clients in producing economic impact analyses used for competition litigation cases, successfully concluded in-depth merger investigations, and has advised on the introduction of competition compliance culture in the pharmaceutical, chemical, cement, tobacco, and automotive industries.”

Ilicak received his Master’s degree in Economics from the Boston University in 2005.

“It’s great to be back in the legal industry with a highly reputable, enthusiastic, and dynamic firm,” Ilicak commented. “My expertise and Cetinkaya’s variety of legal services will definitely create positive synergies.”

An interview with Stephanie Beghe Sonmez of Paksoy, about her path from France to Turkey.

CEELM: Run us through your background, and how you ended up in your current role with Paksoy.

Stephanie: I was born and educated in France, where I earned a double-major degree in French and Anglo-American business law from the University of Paris X-Nanterre, in 1996. I then continued with an LL.M in Trade Regulation at NYU Law (in 1997) and a graduate degree in French Intellectual Property Law back in Paris, at the University of Parıs II – Pantheon Assas, in 1998. I was admitted to the New-York and Paris bars in 1998 and started to work at the Paris office of Cleary Gottlieb, where I stayed for eight years. I then relocated to Turkey in 2006, first with the Istanbul office of Denton Wilde Sapte, before moving to Paksoy in 2010 – for the first time experiencing a truly local, independent Turkish firm, albeit with a mostly international clientele and global working standards.

CEELM: Was it always your goal to work in Turkey?

Stephanie: Having grown up in Paris and spent some time in New York, studied different legal systems, started my career at an international firm, and developed a practice in cross-border M&A, I was always open to the idea of pursuing my career in a different corner of the world. The opportunity came through my personal life: a few years after marrying a Turk, we decided to move our family to beautiful Istanbul, a chance for us to raise our children in a multicultural city with a strong historical affinity towards French culture, and for me to further develop and find renewed challenges in my legal practice.

CEELM: Tell us briefly about your practice, and how you built it up over the years.

Stephanie: I was always keen to keep wearing two hats as I developed my practice: Corporate/M&A and IP/IT. The intense work at Cleary Gottlieb enabled me to do that, and the fast-developing business law scene in Turkey during the 2000’s also gave me the opportunity to keep building up expertise in both areas. In very different ways though: moving my cross-border M&A practice to Istanbul has been very exciting, with Turkey attracting foreign investments in a large variety of business sectors from virtually all regions of the globe. You can cater to the needs of American, Asian, Middle-Eastern, or European clients, with their very different approaches to doing business and varying levels of risk appetite. As for IP/IT, I initially found a much less sophisticated market and body of law than I had known in France, and I have since had a front row seat on major legal developments in these areas, as Turkish legislation has progressively caught up with European legislation over the years, especially for e-commerce and data protection.

CEELM: How would clients describe your style?

Stephanie: Hands-on, thorough, accessible, sometimes a bit tough in negotiations (I heard). To me the best praise comes when the counterparty says they wish they had you on their side, which has happened a few times.

CEELM: There are obviously many differences between the French and Turkish judicial systems and legal markets. What idiosyncrasies or differences stand out the most?

Stephanie: Not as many as you’d think. Starting with France’s distinctive administrative law and administrative court system, which Turkey has chosen to replicate, for better or for worse, I would say France’s and Turkey’s approaches to legal doctrine are pretty close. The main difference lies in the fact that many areas of the law in Turkey do not enjoy the same level of development as in France, so you don’t always have as large a body of jurisprudence and academic opinions to work with. This means more need for interpretation and creative solutions, and also more reliance on the formal or informal guidance of governmental authorities in regulated sectors.

CEELM: How about the cultures? What differences strike you as most resonant and significant?

Stephanie: While we may not always realize it, as French people we enjoy the comforts of a wealthy, fairly well-organized country, leading to a more individualistic and somewhat less flexible approach.  Turkish people are more likely to accept that certain realities cannot be changed, but also more willing to adapt – to try and find a way to make things work.

CEELM: What particular value do you think a senior expatriate lawyer in your role adds – both to a firm and to its clients?

Stephanie: To my partners and colleagues at the firm, hopefully, a different perspective, the ability to decode situations or behaviours that could otherwise remain cryptic to the Turkish eye, and the benefit of my years of experience at international firms. To the clients of the firm, the comfort of a trusted advisor who can translate local concepts into a framework they are familiar with, understand where they are coming from, and help them determine where to draw the line, keep reasonable expectations, and make the most of opportunities when investing in Turkey.

CEELM: Do you have any plans to move back to France?

Stephanie: No I don’t. I accept the fate of all people who have adopted a second country as their own, which is that you’ll always miss something even when you’re home: the Seine while in Istanbul, the Bosphorus while in Paris.

CEELM: Outside of Turkey, which CEE country do you enjoy visiting the most, and why?

Stephanie: I find Montenegro to have quite a lot of charm, with its unique blend of Balkan identity and historical Venetian influence.

CEELM: What’s your favorite place to take visitors in Istanbul?

Stephanie: Istanbul obviously has countless beautiful sites to visit, but you wouldn’t want any visitor to leave without having enjoyed the pleasures of raki balik: sharing a meal of fresh fish, meze, and traditional raki while overlooking the shores of the Bosphorus at sunset.

This Article was originally published in Issue 7.8 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.