Today, we observe that the Turkish investors operate and undertake various businesses / projects in foreign countries, in a variety of sectors. Likewise, many foreign entrepreneurs engage in business activities in Turkey. It is a common practice that both the Turkish investors who carry out projects abroad and the foreign entrepreneurs who engage in business activities in Turkey, provide various guarantees -especially bank letters of guarantee and counter-guarantees- to their counter-parties who reside in the other country.
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Turkey's geopolitical and economic position encourages foreigners to invest in businesses or obtain work/residence permits in Turkey and opening a bank account in Turkey provides convenience and swiftness in financial transactions. Foreign natural persons and corporations have the right to open a bank account in Turkey, just like Turkish citizens, but they are subject to different procedures.
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The "Trust" structure, which has been practiced for many years and is frequently encountered in the Anglo-Saxon legal system, is an increasing trend in Turkey especially utilized by families who want to structure their wealth in a certain manner.
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Under share purchase agreements (“SPA”), the parties may envisage many different liability mechanisms based on the freedom of contract principle. One aspect of these mechanisms is the scope of indemnification liability of sellers and indemnification clauses generally include damages arising from breach of representations, warranties and covenants in the SPA. Findings of due diligence process are also taken into consideration when defining the seller’s representations and warranties to cover specific risks of the target company.
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During acquisition of certain part of a company’s shares or establishment of a new company, the major SHA discussions happen around the restriction which will be applied for share transfers. Although the Buyer and Seller or the startup investor and angel investor may have different motives, they all want the same thing: to restrict other party’s right to sell all or part of his shares.
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In the growing area of startup projects, we observe that entrepreneurs put in effort and pay attention to realizing their innovative ideas and projects but they do not pay the same level of attention to other parts of their enterprise, particularly to legal topics. This lack of attention both devalues the enterprise and results in legal and criminal liability of startup founders.
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The rise in startup incubators and the fruitful projects, particularly in internet and technology area, have led investors focus on innovative entrepreneurs. There are many startup incubators who provide entrepreneurs with support and advice on their business strategies, business growth and the opportunity to meet important actors of the ecosystem. Similarly, investors with an aim to invest in new ideas create their own ecosystem under the angel investor name and look for projects which will stand out among its competitors.
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In this article, we would emphasize on several local court decisions yet to be finalized, concerning the goodwill compensation regulated under the name of “Equalization Claim” in Turkish Commercial Code entered into force in 2011. It can be said that these recent decisions constitute a strong indication of local courts’ views on this compensation type.
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New Turkish Commercial Code (“TCC”) has regulated the portfolio compensation, which was formerly applied by Supreme Court decisions, under the name of Equalization Claim and defined some rules in relation to such payable amount. However, TCC or secondary legislation do not expressly define how the calculation will be made and therefore the calculation method constitutes an important issue in practice.
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Co-productions are big opportunities for film makers, directors and the cast as they bring artists from different nations together and create multinational pieces of art. They are also provided financial support based on certain eligibility criteria from national and EU authorities. On one hand they have financial, artistic and marketing advantages for the film but on the other hand, they involve some risks in relation to management of the project.
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