CORPORATE LAW

The foundation of our corporate practice is choosing the company type best suited to the partners' intentions and the economic purpose of the venture, and drafting the articles of association accordingly. Especially in joint-stock companies, we do not settle for articles that contain only the statutory minimum; strategic elements such as privileged share classes, representation on the board, transfer restrictions and dividend policies are secured legally at the formation stage. We also carefully draw up the contractual framework of structures set up to finance and carry out large-scale projects, such as joint ventures and consortia based on ordinary partnership, taking their tax law implications into account.

Once legal personality has been acquired, we monitor the lawful functioning of the bodies that form the company's will within the framework of corporate governance principles. In general assembly processes, we ensure that meetings, whether convened by notice or held without notice, are conducted properly, manage electronic general assembly systems and Ministry representative procedures, and draw up the minutes. We provide preventive legal services to both the company and its shareholders on sensitive issues that carry a risk of general assembly resolutions being null and void or annulled, such as adherence to the agenda, the right to information and disqualification from voting. At board level, we minimise directors' civil and criminal liability risks by setting out delegation of authority, internal regulations, the allocation of duties and the limits of signing authority (sole/joint signature).

Structural changes required by the economic climate are the most technical part of our work. We manage mergers (by acquisition or by forming a new company), demergers (full or partial) and conversions, including the transfer of assets by universal succession, the calculation of exchange ratios and compensation payments, creditor protection and the exercise of inspection rights. In these processes, due diligence reporting and the drafting of merger agreements are coordinated with capital markets legislation and competition law requirements.

In dispute resolution and litigation, our firm represents clients in liability actions arising from board members' and managers' breaches of their duties of care and loyalty, the protection of minority rights, actions for dissolution for just cause, requests for the appointment of a special auditor, actions to annul general assembly resolutions and "actio pro socio" claims. Where a company is technically insolvent (loss of capital or over-indebtedness), the measures required under Article 376 of the Turkish Commercial Code, concordat or postponement of bankruptcy proceedings and, ultimately, liquidation (call to creditors, supplementary liquidation, deregistration) complete our practice.