Under the Turkish Commercial Code No. 6102, we have extensive academic knowledge and experience in all forms of disputes that may arise in relation to commercial law. The services we provide, especially in the context of corporate law, can be categorized into two categories: preventing the occurrence of disputes (ex-ante) and following the occurrence of disputes (ex-post).
Given the structure of incorporation in Turkey, we have experience in resolving disputes between shareholders in family businesses. Likewise, we have academic and significant judicial practice experience before trade registry offices and commercial courts.
In this context, the general framework of our services can be presented as follows:
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Company incorporation and especially the drafting of articles of association,
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Establishing privileged share groups, regulating the relationship between share groups and establishing mechanisms for the protection of privileged shareholders,
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Managing shareholder relations, in particular by establishing effective mechanisms for drafting and implementing family constitutions, shareholders' or voting agreements,
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Execution of group of companies relations, fulfillment of notification, registration and announcement obligations, management of liability and equalization relations in the group of companies,
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Carrying out structural change transactions in the form of merger, demerger and conversion of type in accordance with the law, preparation of merger or demerger agreements and reports in this context, registration and announcement of merger or demerger decisions before the trade registry, and increase and/or decrease of the share capital,
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Establishment of the structure of the board of directors and in particular the general framework for representation, regulation of signature circulars and restrictions on representation, implementation of arrangements for the transfer of management and representation, preparation of internal directives in this context, organization of board meetings and ensuring that decisions are taken and implemented in a valid manner, establishment of mechanisms to prevent deadlocks in the board of directors, election and dismissal of board members and execution of transactions related to cooptation in case of a vacancy in the board of directors,
- Carrying out necessary measures in the event of loss of capital or insolvency,
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Carrying out transactions for the acquisition of the Company's own shares or accepting them as pledges, following the legal regulations regarding the disposal of the acquired shares and providing consultancy services, especially within the scope of the prohibition of financial assistance,
Full and complete fulfillment of all requirements regarding the selection of the auditor and the performance of the audit activity in companies subject to independent audit,
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Organizing the general assembly meetings, in this context, completing the invitation procedure in order to convene a meeting, ensuring that a valid resolution is adopted, carrying out the procedures related to the amendment of the articles of association, in this context, especially the execution of capital change procedures according to the capital system,
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Exercise of shareholders’ and/or board members’ right to obtain and review information through litigation and request for special audit,
- Filing and concluding with a high rate of success the lawsuits for the determination of the absence or nullity or annulment of the decisions of the General Assembly,
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Follow-up of lawsuits concerning civil and/or criminal liability of the members of the Board of Directors,
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Following up termination for just cause cases and reaching the appropriate result in the fastest and most effective way,
Managing the process related to the dismissal of managers for just cause, exit, dismissal and termination for just cause lawsuits in limited partnerships,
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Managing the process related to share certificates, especially the process of destruction and printing, regulating the regime regarding the transfer of shares, in this context, drafting the provisions of the articles of association in the most appropriate manner to the demand and need, ensuring that changes in the share distribution are recorded in the share ledger; and
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Follow-up of transactions related to dissolution and liquidation, in particular additional liquidation and reversal of liquidation.