An M&A may occur in various of legal forms depending on the agreement of the parties regarding the final transaction, e.g share transfer, transfer of assets, legal merger of the companies either under the umbrella of a third one to be founded etc.

Regardless of the legal character of the final transaction, the scope of an M&A consists of five stages in general: 

1. Pre-contracts 

2. Due Diligence 

3. Final Contract Drafting

4. Negotiation Process

5. Closing             

Within pre-contracts stage, texts such as NDA and terms sheet are drafted before proceeding to the Due Diligence (DD) phase, so the agreement on how the DD phase shall be conducted is required to be done at this stage. 

The exercise of due diligence aims to obtain as healthy information as possible about the target company. Activities of the target company are analyzed from a legal point of view. An examination is made in all fields required by the target company's operation area primarily including corporate law, competition law, personal data protection, financial relations, assets (movable, immovable property and intellectual property rights in particular), insurance law, labor law, tax law and, if necessary, environmental law. 

Final contract drafting stage includes the drafting of the final/master agreement [share transfer agreement, capital commitment (participation agreement) or commercial enterprise transfer agreement, etc.] that is required by the subject of the merger and acquisition process. If a shareholder relationship arises between the parties or another commercial relationship such as distributorship, relevant agreements are drafted within this stage as well. 

The negotiation process can be considered a stage in which the parties' commitment to the contract is understood. In this process, the provisions in the draft texts may vary depending on the parties' negotiations.

Within closing stage, the documentation and follow-up of conditions precedent and conditions subsequent are carried out.

Erturan | Şit Köşgeroğlu has proven to be a distinguished solution partner for its clients in all stages of M&A procedures.

Within the scope of the following services, joint solutions are produced with SRM Bussiness Consulting

Within the scope of Financial Advisory services, the following services are provided in Turkey and the UK.

1. Installation and follow-up of the Accounting System According to the size and volume of the companies; Accounting to be established within the system management of the company or the provision of external accounting services.

2. Audit (Financial Audit, Internal Audit)

The efficient functioning of the current accounting system, the accuracy of tax declarations and notifications, It includes consultancy and audit services on issues such as fraud/error auditing.

3. Financial/Financial Review (Due Diligence)

Especially in merger, spin-off or investment processes, the firm's financial and financial determination, examination and reporting of the situation to information users. is to be transmitted. (This is not a company assesment.)

4. Tax Planning and Consulting

Follow-up, adaptation, interpretation of all legislation on taxation and company is specifically evaluated and implemented.

5. International tax matters (Transfer Pricing)

Transactions with other countries, especially England and Turkey Evaluation and applications within the scope of Transfer Pricing.

Brief Notes

SHAREHOLDERS AGREEMENT (SHA)