Mergers and acquisitions (M&A)

Mergers and acquisitions are the principal structural transactions of Turkish company law. In a merger, one company absorbs another or several companies combine into a newly formed entity. Upon registration, the assets of the absorbed company pass as a whole to the surviving company, and the absorbed company ceases to exist.

The process involves a merger agreement, a merger report, inspection by shareholders and approval by the general assemblies, becoming effective upon registration with the trade registry. Shareholders of the absorbed company receive shares in the surviving company, and the law provides security mechanisms protecting creditors.

In practice, deals are also structured through due diligence and share purchase agreements. Clearance from the Turkish Competition Board may be required above certain thresholds, and closing without it triggers serious sanctions.