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NOTIFICATION PROCESS TO THE CENTRAL SECURITIES DEPOSITORY & TRADE REPOSITORY OF TÜRKIYE FOR BEARER SHARE CERTIFICATES AND LEGAL CONSEQUENCES

1. Issuance and Notification of Bearer Share Certificates Pursuant to Article 484 of the Turkish Commercial Code ("TCC"), joint stock companies have two types of share certificates: registered shares and bearer shares. While the transfer of registered shares is completed through delivery, certain conditions have been introduced under the Communiqué on the Notification and Registration of Bearer Share Certificates with the Central Securities Depository ("Communiqué") for the transfer of bearer shares. Within the scope of the Communiqué, the registration of bearer shares with the Central Securities Depository & Trade Reposıtory of Türkiye ("MKK"), the adoption of a board resolution, and the registration and announcement of this resolution before the relevant trade registry directorate and in the Turkish Trade Registry Gazette are required.

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THE LETTER OF INTENT PROCSESS IN MERGER AND ACQUISITION TRANSACTIONS

Merger and acquisition ("M&A") transactions are multi-layered processes from both legal and commercial perspectives. Before the parties proceed to the contractual stage, they enter into a preparatory phase in order to articulate their transactional intentions, exchange commercial expectations, and establish the legal framework. This preparatory phase constitutes the initial stage in which the parties discuss the fundamental principles of the transaction structure, formulate their negotiation strategies, and assess the transactional risks.

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NEW CONSTITUTIONAL COURT DECISION ON VIOLATION OF THE RIGHT TO A REASONED DECISION PUBLISHED İN THE OFFICIAL GAZETTE

1. INTRODUCTION The reasoning constitutes the part of judicial decisions that demonstrates the cause and justification for resolving the matter in the manner indicated in the operative section, and it is an extension of adjudication. The fact that the reasoning is satisfactory and consistent is crucial for ensuring the right to be legally heard and the right to a fair trial. By setting forth the court's impartiality, a reasoned judgment enables the parties to understand and be satisfied with the material and legal grounds upon which they have won or lost the case, owing to reasoning that genuinely aligns with the contents of the file, as well as with logic and law.

Diğer Haberler

06 November 2025

Decision Of The Constitutional Court Concercing Excluded Pernonnel

In the Constitutional Court's Judgment published in the Official Gazette dated 22 September 2025.

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23 October 2025

The Obligation for the Principal and Subcontractor Employers to Jointly Participate in Mediation Has Been Annuled by the Constitutional Court

An important Constitutional Court decision has been published regarding the mediation process that an employee can apply to with a request for reinstatement after the termination of employment relations in the workplace. The Constitutional Court ruled that the provision in paragraph (15) of Article 3 of the Labor Courts Law No. 7036, which states, "In cases where there is a principal employer-subcontractor relationship, for a request for reinstatement to be submitted to a mediator, the employers must participate in the mediation talks together and their intentions must be compatible for an agreement to be reached," is unconstitutional. The decision was published in the Official Gazette dated October 17, 2025, and numbered 33050.

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22 October 2025

The Constitutional Court Has Annulled The Provision Granting The President Authority To Restrict Foreign Exhange And Money Movements!

In its decision No. 2024/193 Merits 2025/136 Decision1 dated 17 June 2025 ("Decision"), published in the Official Gazette on 15 October 2025, the Constitutional Court ("Court") annulled Article 1 of Law No. 1567 on the Protection of the Value of the Turkish Currency ("Law"). The annulled provision had stated that: "The President is authorized to make decisions for the regulation and restriction of the export from or import into the country of currencies, securities, and bonds, and of the purchase and sale of foreign exchange, cash, securities, bonds, precious metals, precious stones, and any goods and valuables made of or containing them; as well as of commercial papers and all means and instruments used for payment, and to take decisions aimed at protecting the value of the Turkish currency."

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20 October 2025

Seizure of Property Belonging to Persons Other than the Debtor and Protection of Legal Rights

In enforcement proceedings, the seizure of property that does not belong to the debtor but rather to third parties is a situation frequently encountered in practice that leads to significant aggrievements. Uncertainties arising from property regimes complicate ownership relations, making it difficult to accurately determine to whom the property belongs during enforcement measures. Within this framework, when seizure is imposed on property belonging to the debtor's spouse or another third party, the most important legal remedy is the ownership claim (assertion).

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19 October 2025

Mergers and Acquisitions and the Notification Obligation within the Framework of Competition Law

Mergers and acquisitions (M&A) are at the center of the growth and restructuring strategies of companies. These transactions, serving the purpose of companies to expand both nationally and internationally to increase their market shares or to enter into new markets, not only give rise to economic and commercial consequences but also carry the potential to directly affect the competition dynamics in the relevant market. Therefore, merger and acquisition transactions may affect the competition structure in the market. In this respect, while M&A transactions create strategic opportunities, they are also among the areas carefully scrutinized by regulatory authorities to preserve competitive order.

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16 October 2025

Important Amendment to the Organized Industrial Zones (OIZ) Implementation Regulation: Additional Time Granted To Participant

Published in the Official Gazette No. 33050, dated October 17, 2025, the "Regulation Amending the Organized Industrial Zones Implementation Regulation" introduces a new Provisional Article 13 to the existing regulation.This new provision allows OIZ participants who have not yet obtained a building permit or a workplace opening and operating license to apply for an extension period under certain conditions.

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DAHA FAZLA YÜKLE