Corporate Law
Our corporate team, competent in various disciplines, strives to offer unique solutions suitable for the purpose. Our experienced team assists multinational and local clients on their long term strategic business planning and the day-to-day operations. Our lawyers combine their legal skills with an understanding of our clients’ business requirements to deliver constructive, relevant and accurate service.
Our team is duly qualified to provide its clients with the complete range of legal services covering strategic planning regarding company incorporation and restructuring as well as a wide range of corporate housekeeping services. We offer a wealth of experience and services in corporate transactions to clients from a range of industries, including hospitality and leisure, tourism, energy, construction, education, aviation, food and beverages, healthcare, information technology and informatics, real estate and heavy industry.
We provide our clients with the best strategic advice and mobilize it quickly. We work in partnership with our clients to understand their needs and deliver swift and effective performance from end to end. We treat our clients as our business partners and seek to add value beyond our legal service. Our breadth and depth of legal disciplines mean that we can tap into a vast range of know-how on any type in any sector.
Our Corporate Law Services
• Analyzing and advising on suitable legal form of the company before the incorporation, incorporation of companies, branches and liaison offices, managing tax office registrations,
• Corporate housekeeping including convening of ordinary or extraordinary general assemblies, drafting of board or directors or other committee’s resolutions, issuance of or amendment to signature circulars and/or internal directives,
• Analyzing technical bankruptcy situations and managing capital increases or decreases from a corporate and tax perspective,
• Drafting standard agreements and required legal documentation required under e-commerce and consumer law,
• Advising on a full range of agreements including lease, service, subcontracting, confidentiality and license agreements companies are party to,
• Training on the Turkish Commercial Code and amendment to companies’ articles of association either to comply with the Turkish Commercial Code or reflect specific agreements among shareholders,
• Intra-group reorganizations including spin-off, merger, conversion, de-registration (liquidation), asset transfer, business transfer and share transfer,
• Implementing and incorporating internal procedures, guidelines or policies,
• All other corporate grievances and day-to-day corporate matters.
Mergers & Acquisitions
NAZALI Tax & Legal is renowned for an expertise in multijurisdictional high value deals with a focus on private equity and industry-specific strategic transactions, both in Turkish and cross-border.
In a boosting Turkish market environment, we advise private equity houses in their investments, day-to-day management of their portfolio companies and in exiting their investments which the exit is achieved mainly by way of share transfer or IPO.
Our M&A team acts for clients of all sizes on some of Turkey’s most complex private equity transactions. The track-record we have developed based on the number of deals as compared to other Turkish law firms is a simple evidence that we have capacity to deliver high quality commercial and legal advice to our clients who benefit from the efficiencies derived from our experience. Our experience is deep and varied and covers all aspects of the private equity lifecycle. Our team has extensive experience working on large scale projects and has played a pivotal role in providing legal services to buyers and sellers from initial structuring advice, due diligence, drafting and negotiating transaction documents, assisting with obtaining required approvals from administrative authorities, including the Turkish Competition Board and the Energy Markey Regulatory Agency and ensuring that the pre-conditions are met, to assisting with completion and post-completion matters.
Our M&A Services
• Advising clients in their role as either bidders or targets at all stages of the transaction,
• Preparing due diligence reports always accompanied by executive summaries, tailored to the needs of the client,
• Assisting clients to cure legal deficiencies in the case of representation of the targets during the due diligence phase,
• Drafting, negotiating and finalizing share purchase agreements, share subscription agreements and if any shareholders’ agreements,
• Drafting, negotiating and finalizing joint venture agreements,
• Negotiating on relevant security measures and drafting relevant transaction documents (i.e. escrow, share pledge),
• Making necessary fillings and assisting clients to meet the pre-conditions set forth under the transaction documents and attending the closing formalities,
• Amendment to companies’ articles of associations to reflect the agreement among the shareholders,
• Legal representation for our clients on their disputes related with mergers and acquisitions, such as violation of several provisions of share purchase and shareholders’ agreement and other disputes relating to public and private deals as well as corporate governance issues and all other kinds of shareholder disputes.