The Legal 500

SÜLEYMAN SEBA CADDESI, SIRAEVLER 55, AKARETLER, 34357 BESIKTAS, ISTANBUL, TURKEY
Tel:
Work +90 212 310 1800
Fax:
Fax +90 212 310 1899
Web:
www.herguner.av.tr
Email:

The firm

Hergüner Bilgen Özeke (Hergüner) is one of the largest, full-service law firms in Turkey, representing major global, international and local corporations and private clientele, multilateral financial institutions and other notable international enterprises. Major practice areas include: corporate law, mergers and acquisitions, banking and finance, capital markets, project finance, dispute resolution, energy and infrastructure, competition, intellectual property, information technology and telecommunications, real estate, labour and employment, tax, and transportation and aviation.

Areas of practice

Corporate/M&A: Hergüner is among Turkey’s leading firms in expertise and the firm advises on major international transactions, including Verbund’s sale of its shares in Enerjisa to E.ON; SK Holdings VC fund formation and Telecity in acquiring a hosting market share leader. Hergüner meets the needs of corporate clients, and has longstanding relationships representing private equity houses and with such global clients as BP Gaz, A.S. and the Danone Group. The firm leads the way in assisting clients in acquiring new market shares and in forming joint and other venture investment companies.

Banking, finance and capital markets: Hergüner is lead or co-counsel for prominent finance projects that include corporations as clients in connection with multibillion-dollar financing projects. Hergüner advises on offerings, especially on first-of-a-kind bond offerings. Projects include advising: Ziraat Leasing’s bond offering for TL150m; Ziraat Bank in multimillion-euro financings and Enerjisa’s energy projects through facilities for €5.5bn.

Energy and infrastructure: Hergüner offers innovative financial and contractual structures on the market’s leading projects. The firm acted in two ground-breaking BOT Model infrastructure projects, which were the largest non-recourse project financings to close this decade. The firm represents the principals in the largest infrastructure construction projects in Turkey’s history, including the Gebze Izmir Road Project, which will include Europe’s longest suspension bridge, and the Istanbul Straight Road Tunnel Crossing project which will connect two continents, Asia and Europe. Hergüner advises on key nuclear power plant projects, such as on the Sinop Nuclear Power Plant in Turkey and on TAQA’s proposed lignite coal mines and on oil and gas, and mining issues.

Dispute resolution: Hergüner represents major clients in litigation and arbitration, and defends companies in the construction, infrastructure, FMCG, retail and petroleum sectors. The firm attained the bankruptcy decision against Goldas A.S., a retail gold leader, in favour of three international precious metal providers who were owed multimillion-dollar USD receivables. Hergüner handles enforcement of foreign arbitral awards, set aside proceedings and ICC arbitrations and represents top clients, such as one of the world’s top-five resin producers.

Competition: remains a strong point for Hergüner as the firm provides advice on complex competition law-related matters to such clients as Essilor, UPS, Brooks Brothers, Camargo Correa, Getinge Group & Valeo S.A.

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

Intellectual property, technology and telecommunications: Hergüner represents such clients as Barco NV, DP World, NBC Universal and engaged in the due diligence of a major Turkish digital platform operator for the benefit of a strategic investor in the media. The firm specialises in licence applications, operators’ interconnection, roaming and other services, and has well-established relationships with such content providers as NEC, Nikon and Panasonic.

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

Languages
English
French
German
Greek
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

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    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.
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Legal Developments in Turkey

Legal Developments and updates from the leading lawyers in each jurisdiction. To contribute, send an email request to
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    2008 global economic meltdown had served as an important wake up call for the global banking industry. The complicated web of interrelated financial instruments created by investment banking gurus, accompanied by a lax regulatory regime came to create one of the biggest financial disasters after the Great Depression and itself termed by many as the Great Recession costing millions of people their savings, jobs and houses.
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    The United States is still by far the leading country in defense spending, allocating a sizable portion of its GDP to produce cutting edge military technologies. However recent reports indicate a decline in American exports in military hardware. There are not only reports that point to an under-funding of procurement around USD$ 50 billion on an annual basis but also a general complaint on the part of the key players of the industry regarding the restrictive export regime that impedes the sale of military equipment to the non-American parties.
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    Liaison offices are regulated in the Foreign Direct Investment Law ("FDI") numbered 4875 and Regulation for Implementation of Foreign Direct Investment Law ("RIFDI") issued based on FDI. According to article 3(h) of the RIFDI, the Undersecreteriat of Treasury ("Undersecreteriat") is authorized to permit foreign companies established under the laws of foreign countries to open liaison offices, provided that they do not engage in commercial activities in Turkey. In other words, liaison offices cannot engage in income generating activities. Liaison offices do not have any aspects other than salary payments made to the employees working in these offices.
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    Squeeze-out and sell-out rights in Turkish public companies are regulated by the Communiqué on Squeeze-Out and Sell-Out Rights (the " Communiqué ") published in the Official Gazette dated 2 January 2014 effective as of 1 July 2014. The Communiqué was issued by the Capital Markets Board of Turkey (the " CMB ") in accordance with the Capital Markets Law and regulates the right to squeeze-out minority shareholders by the controlling shareholder and the minority shareholders' rights to exit the public company by selling their shares to the majority shareholder.
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    The free trade agreement, known with its acronym TTIP , currently being negotiated between the United States and the European Union is expected to have immense legal implications as well as commercial ones for the signatories. The numbers are self explanatory; two blocks when combined together produces almost half the world's GDP and around one third of the total world trade. The bilateral trade across the Atlantic has already exceeded USD 3.7 trillion. For these two economic giants to sign such a deal mean a monumental shift in world economic balances. As the United States and the European Union are expected to benefit significantly from such shift, the countries that will be left out will have to face a new legal regime that would cover the entire jurisdiction producing half of the world's GDP.