Gönenç Gürkaynak

Culpa In Contrahendo: Sellers' Liability Arising From Legal Due Diligence

Given the importance of legal due diligence review, the seller bears the responsibility to duly disclose relevant information to the buyer accurately and to act in accordance with the principle of good faith during the legal due diligence phase which is also integral part of the contracting phase.

The Turkish Competition Board’s Investigation and Landmark Decision in the Tractor Sector

The decision is a recent landmark enforcement action addressing multiple forms of anti-competitive conduct in relation to resale price maintenance, competitively sensitive information exchange and anticompetitive agreements within the scope of Article 4 of Law No. 4054.

The Assembly Of Civil Chambers Of The High Court Of Appeals Rules

The Assembly Of Civil Chambers Of The High Court Of Appeals Rules That A Second Petition For An Increase In Claim Is Admissible

Applications Of Misdemeanors In Terms Of The Amendments Of Turkish Data Protection Law

The Impact Of Timing: Applications Of Misdemeanors In Terms Of The Amendments Of Turkish Data Protection Law

Key Takeaways from the TOGG/Bosch Exemption Decision

Turkish Competition Board’s recent decision involving the exemption application of Türkiye’nin Otomobili Girişim Grubu Sanayi ve Ticaret AŞ (“TOGG”) serves as an important decision in Turkiye’s emerging electric vehicles and after sales markets.

A Recent Turkish High Court Ruling: Impact Of Ongoing Employment On Validity Of Mediation Agreements

As established by a recent decision of the High Court of Appeals, the mere willingness of the parties to engage in voluntary mediation and the subsequent agreement are not sufficient for the validity of the process; first and foremost, there must be a dispute between the parties.

Postponement Of A General Assembly Meeting In A Joint-Stock Company

Under Turkish corporate law, general assembly is a mandatory corporate body that functions through decisions of the shareholders.

Resale Price Maintenance And Online Sales Bans

In nine days, the Turkish Competition Authority (the “Authority”) published three Competition Board (the “Board”) decisions regarding allegations of resale price maintenance and online sales bans. The decisions are against companies operating in entirely different sectors.

Price Increases in Highly Fragmented Sectors

Competition Board’s decision on the Red Meat Producers This article provides insight on the Turkish Competition Board’s decision to conclude the preliminary investigation concerning multiple undertakings in the red meat sector, specifically those involved in livestock farming and meat production.

The Turkish Merger Control Threshold Exemption Rule: Notifiability Requirements In Turkey

The Communiqué No. 2022/2 hiked the applicable turnover thresholds for concentrations that require mandatory merger control filing with the Authority and introduced a local turnover threshold exemption rule for capturing acquisitions of undertakings active in certain critical sectors.

Upholding Ne Bis In Idem: The TCA's Approach To Exclusivity Agreements In Nesine Decision

The Turkish Competition Authority has recently announced its reasoned decision concerning abuse of dominance by Nesine, a sports betting company in Turkiye, through exclusivity agreements with the customers of its competitors.

Granting Limited Signature Powers In Joint-Stock Companies Through Signatory Directive

The complexity of modern commerce and the demand for faster decision-making by relevant professionals often necessitate board of directors to authorize certain third parties with limited signature powers.

Significant Power Of The Preferred Shareholders Over The Management: Right To Be Represented

From Turkish corporate law point of view, privilege refers to a privileged right attached to a share regardless of identity or qualifications of the shareholder. A privileged share provides priority and advantages to its holder on certain shareholder benefits.

Resale Price Maintenance In The Spotlight: Farmatek's Case And The Board's Settlement Decision

This article aims to provide insight on the Turkish Competition Board’s settlement decision on the investigation concerning Farmatek Ic ve Dis Ticaret Anonim Sirketi, shedding light on the Board’s approach to practices in relation to resale price maintenance and settlement procedures.

Annulment of General Assembly Resolutions of Limited Liability Companies

In this article, we will aim to explain legal reasons and procedure of annulment of general assembly resolutions in limited liability companies.

Self Preferencing and Data Portability Questions of the Turkish Competition Authority Were Addressed

Turkish Competition Board issued its decision regarding the investigation against Trendyol that was launched based on the allegation that Trendyol has abused its dominant position and violated Article 6 of Law No. 4054 on the Protection of Competition

A New Era in Lease Disputes: Mandatory Mediation

Economic crises and inflation occurring in recent years have led to the emergence of numerous new disputes arising from lease relationships and to an increase in existing disputes.

TCA Fines an Association of Undertaking for Obstruction of On-Site Inspection by One of its Members

Turkish Competition Board Holds an Association of Undertaking Responsible for Obstruction of On-Site Inspection by One of its Members

Time to Negotiate: Delving Into “De Minimis” and “Basket” Clauses of Share Purchase Agreements

This article aims to provide an overview of the general liability framework in share deals (i.e. share transfers) in terms of the seller under Turkish laws along with M&A practice in Turkey, and the main function of “de minimis” and “basket” clauses in SPA.

Self-Preferencing in Turkey: The Trendyol Decision

The Turkish Competition Board imposed an administrative monetary fine of TL 61,342,847.73 (approx. EUR 2,000,000) on Turkey’s largest e-marketplace, DSM Grup Danışmanlık İletişim ve Satış Ticaret A.Ş. (Trendyol) on July 27, 2023, on the grounds that Trendyol abused its dominant position

Turkish Competition Board Prohibited Exclusive Use of Ad Spaces by Online Betting Platform

In July 2022, the Turkish Competition Board initiated an investigation against Nesine to determine whether the exclusive Advertisement Sales Services Agreement between Nesine and Maçkolik would result in abuse of Nesine’s dominant position.

Significant Changes Introduced to the Geographical Data License Regulation

The Regulation Amending the Geographical Data License Regulation is published in the Official Gazette of March 31, 2023 and has brought significant changes to the legal framework on geographical data including different types of licenses along with the obligations of licensees.

Mandatory Mediation in Actions for Determination and Cessation of Unfair Competition

Mandatory Mediation in Actions for Determination and Cessation of Unfair Competition in the Light of High Court of Appeals Precedent

The DPA Decision Allowing Employers to Monitor, Access and Store Employees’ Corporate E-Mails

The Turkish Personal Data Protection Authority published a summarized version of the Board’s decision regarding "processing of personal data by the data controller by monitoring, accessing and storing the contents of the corporate e-mail address allocated to its employees".

What Has Changed After the Significant Amendments in the Law No. 1512 on Public Notary?

Real Estate Sales Agreements: What Has Changed After the Significant Amendments in the Law No. 1512 on Public Notary?

Türkiye’s New Electronic Commerce Amendments: Compliance Steps to Follow

The Law No. 7416 on Amendment of the Law on Regulation of Electronic Commerce, published in the Official Gazette of July 7, 2022 , introduces new obligations for e-commerce intermediary service providers and e-commerce service providers.

The Turkish Competition Board's Approach Towards The Full-Functionality Of JVs Takes A Turn

The Turkish Competition Board's Approach Towards The Full-Functionality Of JVs Takes A Turn With Its Latest Decision Concerning The Acquisition Of Sewing Machine Business Of Melco

Turkey: Digitalization In Turkish Corporate Law Practice

In this article, we will evaluate the current developments in digitalization in corporate law practice and explain significant points that should be taken into consideration for efficiency.

Turkey: Dividend Right Certificates

Turkish Commercial Code No. 6102 sets forth that general assembly of shareholders of a joint stock company may decide to issue dividend right certificates in favor of the owners, creditors or those related to the company for a similar reason.

The Unstoppable Rise of Fintech and the Competing Efforts of Authorities to Catch Up:

On December 9, 2021, the Turkish Competition Authority (“Authority”) published its report entitled “Analysis Report on the Financial Technologies in Payment Services”.