The Legal 500

BÜYÜKDERE CADDESI 199, LEVENT 34394, ISTANBUL, TURKEY
Tel:
Work +90 212 310 1800
Fax:
Fax +90 212 310 1899
Email:
Web:
www.herguner.av.tr

The firm

Hergüner Bilgen Özeke (Hergüner) is one of the largest full-service independent law firms in Turkey, representing major multinational and local corporations and private clientele, as well as international and multilateral financial institutions and agencies. Hergüner not only provides expert legal counsel to clients, but also serves as a trusted advisor for them. The firm has a growing East Asian focus.

Areas of practice

Corporate/M&A: Hergüner has a long standing reputation as being the leader in the region’s most complex and important domestic and cross-border transactions. This depth of experience enables the Hergüner team to advise its clients and potential investors on savvy investment decisions. Hergüner advised on Verbund’s sale of its shares in Enerjisa to E.ON, considered a mega deal for Turkey; Danone’s acquisition of the majority shares in the S?rma Group and BP Gas on the sale if its wholesale LPG and Petgaz-branded business in Turkey to the Russia-based Oteko Group.

Banking, finance and capital markets: Hergüner is the lead or co-counsel for multi-million and billion dollar banking and finance transactions that are among the most prominent in Turkey, including Islamic Financing. Hergüner advised Türk Telekom on the largest landmark corporate bond issuance to ever take place outside of Turkey and which was listed. Hergüner arranged for HEPP financing for Kalehan through a first-of-its-kind consortium of the most prominent Turkish banks.

Energy and infrastructure: Hergüner offers innovative financial and contractual structures on the market’s leading projects. The firm acted in two of the largest, groundbreaking BOT Model infrastructure projects, which were the largest non-recourse project financings to close this decade. The firm has represented the principals in the largest infrastructure construction projects in Turkey’s history, including the Gebze Izmir road project, which includes one of Europe’s longest suspension bridges, and the Istanbul straight road tunnel crossing project which connected two continents: Europe and Asia.

Hergüner continues to grow its PPP projects, handling among the largest health care projects in Turkey. Hergüner offers unparalleled expertise in the oil, gas and mining space, offers expertise in every phase of power plant development, and advises on LNG, renewable energy and nuclear projects. Clients include: HESS Energy, Praxair, Üründül Enerji Group, and RES.

Dispute resolution: Hergüner handles disputes, litigation and arbitration, including for commercial, contractual, employment, family, white-collar, bankruptcy, corporate governance and family governance matters, and provides strategic dispute management. The firm defends companies in all sectors, such as construction, infrastructure, FMCG, retail and petroleum, and provides enforcement of foreign arbitral awards, set aside proceedings and ICC arbitrations. It represents top clients such as one of the world’s top-five resin producers, BTC Pipeline Company, Greif, Proctor & Gamble, Pigeon, Eaton and Mitsubishi Heavy Industries.

Competition: strong area for Hergüner with multidimensional merger filings and investigations that provide advice on complex competition matters for such clients as: Essilor, UPS, ArcelorMittal and Hitachi.

Real estate: Hergüner is a ‘stand-out’ award-winning firm for real estate, and represents the world’s leading international retailers, real estate funds and developers based in the US, Europe and the UAE and local players in development projects, including large-scale shopping centres, offices, residential complexes, urban regeneration projects, city-size tourism facilities, commercial leases and port development. Clients include: Pramerica, Wafra, Prime Development Union Invest, Aerium, VastNed, Merrill Lynch, Extensa, ECE and ADIA.

IP, technology and telecommunications: Hergüner represents such clients as Barco NV and DP World, and has advised NBC Universal and Thomson Reuters in the due diligence of a major Turkish digital platform operator for the benefit of strategic investment in the media sector. The firm specialises in license applications, operators’ interconnection, roaming and other services, and has advised such clients as: NEC, Nikon, Sharp, Sony and Panasonic.

Contacts
Ümit Hergüner (senior partner)
Ayse Hergüner Bilgen (co-managing partner)
Ender Özeke (co-managing partner)

Languages
English
French
German
Greek
Japanese
Turkish

Member
World Law Group
International Attorneys Club
International Bar Association
American Bar Association
US European Network

Number of lawyers 98

Above material supplied by Hergüner Bilgen Özeke.

Legal Developments by:
Hergüner Bilgen Özeke

  • TURKISH CIVIL PROCEDURE AT A GLANCE

    Dispute resolution and settlement procedures are becoming increasingly important in this time of global financial crisis, particularly in the commercial field. Consequent to the need for specialized legal counsel to prevent further disputes by structuring investments and partnerships appropriately, post-transactional litigation advice and insight into Turkish procedural law applicable to dispute resolution have become more relevant to foreign investors in Turkey. This article provides a general overview of the Turkish judiciary's structure, as well as a summary of the fundamental principles of Turkish civil procedure.
    - Hergüner Bilgen Özeke

Legal Developments in Turkey

Legal Developments and updates from the leading lawyers in each jurisdiction. To contribute, send an email request to
  • Ancillary Status of Non-Compete Obligations in the Cement Sector: Issues of Geographic Scope

    In Turkey, non-complete obligations may be evaluated under the scope of "agreements that restrict competition" or "abusive conducts of dominant undertakings" (Article 4 and 6 of Law No. 4054 on Protection of Competition ("Law No. 4054"), akin to Article 101 and 102 of TFEU, respectively).
  • Notification Requirement of Foreign-to-Foreign Transactions under the Turkish Merger Control Regime

    Per the general application of the effects theory, transactions that do not directly or indirectly  impact Turkish markets are outside the scope of the Turkish merger control regime. The Turkish Competition Board (" Board ") applied the effects theory in some of its decisions regarding highly exceptional foreign-to-foreign transactions. However, the precedent line of the Board suggests that a mandatory merger control filing will be required, as long as the parties exceed the turnover threshold applicable under Article 7 of Communiqué No. 2010/4 on the Mergers and Acquisitions Subject to the Approval of the Competition Board (" Communiqué No.2010/4 "), regardless of whether the contemplated post-transaction entity will have operations and/or generate turnover in Turkey. This interpretation of the effects theory and the Board's current understanding of this concept are closely related to the notifiability of foreign-to-foreign transactions with extremely low or even no effects in Turkey.
  • Another Patchwork Amendment to Turkish Internet Law

    There has been a new amendment to the recent legislative proposal ("Proposal") on amendment to the Law No. 5651 on Regulation of Broadcasts via Internet and Prevention of Crimes Committed through Such Broadcasts ("Law No. 5651"), which is known as "Internet Law". The amended Proposal is submitted to the Turkish Grand National Assembly ("TGNA") on January 23, 2015.
  • Assessment of the Turkish Competition Board Decisions Regarding Restriction of Online Sales

    Online sales numerous advantages have rendered them increasingly popular during the past years. The internet, due to its unique characteristics, provides companies with an enlarged geographic scope, thus enabling them to promote their products widely, avoiding, at the same time, the operational costs of a brick and mortar shop. From the customers' perspective, it enhances consumers' variety of choice and their ability to virtually compare prices from several stores.
  • Turkey: Mitigating Anti-Corruption Risks In Emerging Markets

    With the execution of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the increasing enforcement of the US Foreign Corrupt Practices Act ("FCPA"), multinational companies are more aware of the consequences of corrupt behavior than ever. Due to historically high fines imposed for corrupt behavior, compliance is of crucial concern for companies. This becomes an even bigger issue, when a company begins to conduct business in emerging markets. This is because, emerging markets may be more risky for anti-corruption risks due to the difference in anti-corruption laws and perceptions. Therefore, the adoption of a compliance program and engaging in rigorous third party due diligence as a part of this compliance program becomes mandatory for multinational companies active in emerging markets.
  • Construction for Allotment Agreements: Distinction between Incomplete Work - Defective Work

    I. Introduction to Construction for Allotment Agreements A. Definition and Elements In practice, especially in Turkey, there are numerous types of construction agreements relying on various terms and principles by virtue of the " freedom of contract " principle governing law of obligations. Construction for allotment agreement is the most common one among agreements that diverges from traditional construction agreements. [1] On that note, a traditional construction agreement can be specified as an agreement, pursuant to which the contractor undertakes to construct a specific structure whereas the client undertakes to pay a certain amount in consideration thereto.  
  • Review of the Constitutional Court Decision on the Cancellation of Article 42/1 (C) of Law No. 556

    Introduction
  • Liabilities of Primary Employer and Subcontractors in case of a Collusive Contract

    Growing economy and competitive environment in Turkey has been leading companies to seek more profitable ways to conduct their business. Therefore companies have chosen to engage in subcontracts for the purpose of reducing their costs. Yet, to serve such purpose, at some point companies have started utilizing subcontracts to limit employees' entitlements through collusive contracts. Labor Law numbered 4857 (the " Labor Law ") and Bylaw on Subcontractor dated September 27, 2008 (the " Bylaw ") regulate which services or works may be subcontracted and strictly prohibit collusive contracts. According to Article 2/7 of the Labor Law, a collusive subcontract is considered null and void. Such nullity of subcontract automatically results in primary employers being redefined as main and sole employers of employees assigned to subcontracted work. Consequently, primary employers are solely responsible for employees' rights arising from subcontracted works and technically, primary employers would not have the option to recourse to subcontractors in order to claim any compensation due to their sole responsibility.
  • Boundaries of the Turkish Competition Authority’s Investigative Powers

    Boundaries of the Turkish Competition Authority's Investigative Powers: Case Handlers vs. Personal Property
  • Potential Consequences of Acquisitions of Minority Shareholdings under Turkish Competition Law

    The acquisition of a minority shareholding may come under the Turkish Competition Authority's (" Authority ") scrutiny in two ways, mainly: 1) it may result in de facto or de jure sole or joint control, depending on the rights possessed by the minority shareholders and/or shareholding structures and past voting patterns; and 2) it may not result in control but in cross-shareholding structures amongst competitors in a concentrated market which may raise questions about coordinated effects. This article discusses the circumstances under which the abovementioned consequences may arise under Turkish competition law with references to the relevant legislation and the most noteworthy cases in this regard.