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What Options Do We Have If A Party Fails To Meet A Closing Condition Of A Share Purchase Agreement Under Turkish Law?

Parties of a share purchase agreement may agree on certain conditions, such as payment of share purchase price, delivery of a guarantee letter or approval of share purchase by Company, that must be fulfilled until a certain time (“Closing Date”) before a share purchase agreement may be deemed as “executed”. Such conditions are generally referred to as “closing conditions”. In practice, parties are most commonly exercising their termination rights if a party...

Practice Differences About Interpretation Of Representation Rules

The New Turkish Commercial Code (“TCC”) brought completely different rules about the representation of Companies, among which especially two deserve special mention. The first of these rules is the mandatory condition that a board member must be authorized to represent the Company without any limitation with its sole signature or two with their joint signature. The other one is about the limitation of the authorization of signatories through a so called “Internal Directive”,...

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