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Esenyel & Partners has been awarded the Great Place to Work Certification following an independent assessment based on direct team feedback. The certification recognises not only workplace culture, but also the firm’s structured organisational model, long-term investment in professional development, and its ability to sustain a high-performance legal practice through an integrated and disciplined team structure. A High-Performance Legal Structure Built on Specialisation and Cross-Border Coordination Recognised as one of Türkiye’s leading maritime law firms, Esenyel & Partners manages a significant volume of multi-jurisdictional and technically complex matters, including shipping disputes, marine insurance claims, casualties, charterparty disputes, and regulatory advisory work. The firm operates through specialised teams led by senior practitioners with deep sectoral expertise. Its continuous talent model enables junior lawyers to assume responsibility at an early stage, strengthening both technical capability and long-term institutional depth. The integrated working model across its Istanbul, Dubai, and Germany offices ensures coordinated handling of cross-border matters. This structure enhances consistency in legal analysis and decision-making efficiency across multiple legal systems, while providing younger team members with early exposure to international practice. Institutional Depth and Sectoral Leadership The firm’s active engagement in national and international professional platforms further reinforces its institutional framework. Senior team members holding decision-making roles within organisations such as BIMCO, alongside leadership positions within maritime law committees of the Istanbul Bar, maintain close alignment with sectoral developments and regulatory evolution. Beyond dispute resolution and advisory work, Esenyel & Partners has developed a structured collaboration model with universities to facilitate the transition from legal education to practice. This approach supports talent development while preserving institutional knowledge within the firm. Commenting on the certification, Founding Partner Selçuk Esenyel stated: “We regard this certification as an indication that our organisational structure supports the delivery of consistent and technically robust legal services. Continuity of knowledge, depth of teams, and the capacity to operate in a coordinated manner across jurisdictions form the foundation of our practice.” The Great Place to Work Certification is granted by Great Place to Work, a globally recognised authority on workplace culture, based on criteria including trust, professional respect, fairness, pride in work, and organisational cohesion.

Erdem & Erdem assisted Ata Turizm İşletmecilik Taşımacılık Madencilik Kuyumculuk Sanayi ve Dış Ticaret A.Ş. (“Ata Turizm”), operating under Dorak Holding, in connection with its initial public offering and listing on Borsa Istanbul. With a total offering size of TRY 3.136 billion, the transaction stood out as one of the largest IPOs in the Turkish capital markets in recent years. The IPO attracted strong investor demand, with total demand reaching approximately 5.7 times the offering size, exceeding TRY 1.6 billion in nominal value. Ata Turizm’s shares commenced trading on Borsa Istanbul A.Ş. as of today. We were pleased to work alongside Ata Turizm on this significant capital markets transaction and extend our sincere thanks to all stakeholders who contributed to the successful completion of the offering. Erdem & Erdem Associates who worked on the project are as follows: Ercüment Erdem  - Erdem & Erdem Founder & Senior Partner Canan Doksat – Erdem & Erdem Partner & Head of Tax İdil Yıldırım Günaydın – Erdem & Erdem Senior Associate Melis Uslu - Erdem & Erdem Associate İlayda Salkım - Erdem & Erdem Associate Orhan Emin Erdem – Erdem & Erdem Associate

Erdem & Erdem provided legal advisory services to Uber during the acquisitions of Trendyol Go and Getir. Trendyol Go Acquisition Uber acquired a majority stake in Trendyol Go, a subsidiary of Trendyol, in June 2025 for approximately $700 million. Operating as the online food and grocery delivery arm of Trendyol, one of Türkiye's leading e-commerce platforms, Trendyol Go provides online food and grocery delivery services. As a key player in Türkiye’s e-commerce sector, Trendyol Go supports a network of over 90,000 restaurant partners and 19,000 couriers. Getir Acquisition Uber has reached an agreement to acquire Getir's delivery business in February 2026. Founded in Istanbul in 2015, Getir is a pioneer in the fast grocery and food delivery sector. Following completion of the transaction, Uber plans to combine the unique strengths of Getir and Trendyol Go, increasing selection for consumers, supporting more delivery opportunities for couriers, and driving increased demand to restaurants and retailers across Türkiye.   We at Erdem & Erdem are delighted to have contributed to Uber's strategic growth objectives in Türkiye and to have provided legal advice throughout these processes.

Introduction In the legal proceedings instituted by Lassana Diarra, who played football for several top clubs such as Chelsea, Real Madrid, and Arsenal, the European Court of Justice ('ECJ' or 'the Court') issued a landmark judgement ('the Judgement') on 4 October 2024. The ECJ examined whether FIFA's transfer and contract rules comply with EU law. In its judgement, widely referred to as the 'new Bosman judgement' by the press, the Court held that certain FIFA transfer rules are incompatible with freedom of movement and European Union ('EU' or 'Union') law.[i] Background of the Case The Player, Lassana Diarra ('Diarra' or 'the Player') (residing in France) entered into a four-year employment contract with Lokomotiv Moscow on 20 August 2013 which was terminated one year later by Lokomotiv Moscow on 22 August 2014 owing to alleged misconduct of the player. The club claimed that Diarra breached the contract without any just cause and sought compensation of 20 million Euros before the FIFA Dispute Resolution Chamber ('DRC'). Diarra counterclaimed for unpaid salary and damages for early contract termination; however, DRC determined that Diarra was responsible for paying compensation of 10.5 million Euros to Lokomotiv Moscow. This determination of DRC was appealed to the Court of Arbitration for Sport ('CAS') by the Player; however, CAS confirmed DRC's determination on 27 May 2016. Following the termination of his contract, Diarra states that he faced challenges finding a new club, as any club signing him could be held jointly liable for compensation owed to Lokomotiv pursuant to FIFA's transfer regulations. At the beginning of 2015, Diarra was offered an employment contract by a Belgian club, Sporting du Pays de Charleroi; however, this offer was conditional: (i) Diarra would be eligible to register and play in the club's first team for all competitions organised by FIFA, UEFA, and the Belgian football association ('RFBA'); and (ii) Royal Charleroi would not owe any compensation to Lokomotiv Moscow. Ultimately, FIFA and the RFBA refused to assure the avoidance of joint liability, and Lokomotiv Moscow refused to issue the international transfer certificate ('ITC'). In this manner, Diarra was blocked from transferring to Royal Charleroi. Subsequently, he was registered with another French club in July 2015. Ultimately, Diarra instituted legal action against FIFA and RFBA in Belgian courts (Hainaut Commercial Court—Charleroi division) at the end of 2015. He argued that certain rules of the FIFA Regulations on the Status and Transfer of Players ('RSTP') (2014 edition)[ii] hindered his employment and violated EU competition laws and free movement, and claimed compensation of 6 million Euros for the damages he had incurred owing to the misconduct of both associations.   In 2017, the court declared its jurisdiction over the case and found Diarra's claim to be prima facie valid, and determined to order FIFA and RFBA to jointly and severally pay Diarra a provisional sum. FIFA appealed against this determination to the Mons Court of Appeal (Belgium), which found that Diarra's claim was admissible and relevant to Belgian jurisdiction. In the dispute, Player Diarra principally argued that the rules of the RSTP (particularly Article 9 and Article 17) restrict his freedom of movement and competition rules of the EU, which violate Articles 45 and 101 of the Treaty on the Functioning of the European Union ('TFEU'). Meanwhile, FIFA and RFBA argued that the RSTP rules serve the legitimate public interests of ensuring the stability of contractual relations and the continuity of team line-ups in professional football. Eventually, the Mons Court of Appeal ('Referring Court') referred to the ECJ the questions concerning whether FIFA regulations, which require new clubs to share liability for a player's breach/termination of contract and prevent the issuance of a transfer certificate in disputed cases, violate EU laws protecting freedom of movement for workers and competition. The RSTP Rules Examined by the ECJ The Referring Court asked the ECJ whether Articles 45 and 101 TFEU can prohibit the rules adopted by a private law association to regulate, organise, and oversee global football. In this regard, the ECJ principally examined the rules of FIFA RSTP 2014 under the section entitled 'Maintenance of contractual stability between professionals and clubs', some of which can be summarised as follows: Solidary Responsibility for Compensation: Pursuant to the principal concept of RSTP, a contract between a player and a club may be terminated without any consequence (i.e., compensation, sporting sanction) only: (a) upon expiry of the term of the contract; (b) by mutual agreement; (c) in case of just cause. Principally, the party in breach is liable to pay compensation (Article 17/1 of the RSTP). When an employment contract between a club and a player is terminated without just cause, the player and the new club that hires the player after the termination are jointly responsible for paying compensation to the former club (Article 17/2 of the RSTP). The compensation is established pursuant to the principles outlined in RSTP. Sanctions for Hiring During Protected Period: If the player's employment falls into the protected period[iii] pursuant to the contract that is terminated, the new club may also face sporting sanctions (i.e., ban on registering new players for a set period) (Article 17/4 of the RSTP). The ban can be avoided if the new club proves it did not encourage the player to breach the contract. Block on ITC: Pursuant to RSTP, a player may be registered to a new association once the new association obtains the ITC issued by the previous association (Article 9 of the RSTP). The previous association is not obliged to issue the ITC if there is a contractual dispute between the former club and the professional player over the termination of the contract. Consequently, in case of a dispute between a club and a player, the latter cannot be registered within the new association and participate in football competitions for the new club. Preliminary Observations of the ECJ Before assessing the freedom of movement of workers and other legal considerations, in summary, the ECJ noted the following: Sports activities constitute an economic activity; therefore, the provisions of Union law apply to sports activities and its rules adopted by sports associations fall pursuant to TFEU. Only the rules which are adopted exclusively for non-economic reasons and address issues only related to sport itself are considered outside the scope of economic activity and Union law (i.e., rules concerning the exclusion of foreign players from national team competitions or the criteria for ranking athletes in individual competitions). Similarly, the rules and conduct of sports associations are subject to the competition provisions of the TFEU when the conditions for their application are met. The rules in question directly impact the work of players (i.e., the players' employment contracts and working conditions) and affect the players' participation in competitions, which are central to their economic activity. In competitions involving professional football clubs having an economic nature, the composition of teams is an important factor in terms of competition. Consequently, rules concerning employment contracts or player transfers directly affect the economic conditions and competition between football clubs. Accordingly, the rules in question fall within the scope of application of Articles 45 and 101 TFEU.   Freedom of Movement for Workers: Article 45 of TFEU The ECJ first examined whether certain rules of RSTP prevent the freedom of movement for workers pursuant to Article 45 TFEU.[iv] The ECJ notes that the provisions of the RSTP that hold both the player and the new club liable for compensation in the event of termination of the contract without just cause, and that determine the compensation amount, discourage other EU clubs from signing a player like Diarra, as the existence of these rules and the combination of them lead to facing significant legal, unpredictable, and potentially very high financial risks alongside the major sporting risks. Further, the rules that prevent the issuance of ITCs during a dispute also hinder the players' ability to work in another EU state, restricting their freedom of movement. In its judgement, the ECJ also emphasised the importance of workers' rights, stating that professional players should be granted the same legal protections pursuant to EU law as any other employee. The ECJ ultimately recognises the regularity and integrity of competitions as a legitimate objective in the manner of public interest. However, the concerns concerning the principle of proportionality were emphasised. The ECJ noted that certain rules of the RSTP are overly restrictive. For example, in cases where a player terminates their contract without just cause, the criteria established by FIFA for determining the compensation payable to the former club impose a disproportionate burden, as they take into account the player's salary in the new contract or the former club's expenses on the player. Additionally, the automatic joint liability on the new club for an unspecific compensation, without considering the specific circumstances of each case, was deemed highly problematic. Furthermore, the assumption that the new club encouraged the player's early termination, leading to sporting sanctions, was also found to be disproportionate. Additionally, the rule that the former federation may withhold the issuance of an ITC in cases where there is a dispute between the former club and the player concerning the early termination of a contract was explicitly considered by the ECJ to violate the principle of proportionality. This general rule fails to consider the specific circumstances of individual cases, particularly the material facts surrounding the breach, the behaviour of the player and the former club, and the role—if any—of the new club. This ban on the player's registration and participation in competitions is, therefore, inherently excessive. The ECJ stated that these rules could hinder players' freedom of movement by limiting their flexibility to change jobs during their careers. In conclusion, the ECJ found that FIFA's rules are restrictive to the extent that they could effectively end players' careers and that these rules are in violation of the EU's fundamental principle of freedom of movement. The ECJ also noted that the final assessment of the proportionality of these regulations should be left to national courts; however, it stated that FIFA should review its disproportionate rules that restrict players' freedom of movement. Competition: Article 101 of TFEU In the judgement, the ECJ addressed Article 101[v] of the TFEU in the context of the free movement of workers and restrictive agreements on competition. The ECJ examined whether FIFA's rules on the termination of contracts and transfers of professional football players adversely affected competition in intra-European trade. The ECJ first noted that Article 101 of the TFEU also applies to sports federations like FIFA and the determinations made by these federations. It observed that FIFA's ability to make economically binding determinations for its members, including national football federations and professional football clubs, allows such federations to be considered 'associations of undertakings'. Consequently, it is evident that the rules concerning player transfers and termination of contracts fall within the scope of Article 101 of the TFEU. The ECJ found that FIFA's requirement for players to meet certain conditions to work for another club, imposing significant financial obligations on new clubs, and subjecting the new club to sporting sanctions, restricts competition. In the Judgement, it is stated that, in the context of economic activities arising from the conduct of football and sport, it is legitimate for an association like FIFA to subject the organisation and conduct of international competitions to common rules aimed at ensuring uniformity and coordination. It was also noted as legitimate, in particular, for the conditions pursuant to which professional football clubs form teams to participate in these competitions, as well as the conditions pursuant to which players participate in these competitions, to be determined through common rules and for sanction provisions to be introduced to ensure compliance with these rules. However, the Court expressed that the unique characteristics of football and the economic market conditions, including the organisation and commercialisation of inter-club competitions, do not justify completely prohibiting or heavily restricting the possibility of hiring players unilaterally for cross-border competition. The ECJ noted that these rules, under the guise of 'preventing aggressive recruitment practices', actually represent non-compete (non-poaching) agreements between clubs, resulting in the artificial segmentation of national and local markets for the benefit of all clubs. The ECJ also pointed out that 'classic mechanisms of contract law, such as the right of a club to claim compensation in the event of contract termination by one of the players, even at the instigation of another club in violation of contract stipulations, are sufficient to ensure, on the one hand, the player's continued presence in that club by the contract provisions, and on the other hand, to allow the hiring of the player between clubs at the end of the contract or if a financial agreement is made between the clubs'. Considering the content of the transfer rules and the economic and legal context in which they exist, the ECJ concluded that, by their nature, these rules significantly restrict the ability of clubs to compete for access to top-level players and seek to prevent competition across the EU.   Conclusion In conclusion, the ECJ found that the rules concerning compensation liability, sporting sanctions, and the avoidance of issuing the international transfer certificate as a result of termination of player contracts without just cause violated both workers' freedom of movement and EU competition rules. The finding that these rules are contrary to Articles 45 and 101 of the TFEU has resonated amongst organisations, firstly FIFA, FIFPRO[vi], and the ECA.[vii] Indeed, on 14 October 2024, FIFA announced on its website its plan to initiate a global dialogue on Article 17 of the RSTP and stated that formal invitations would be sent to football stakeholders to comment on and propose ideas on this matter.[viii] Following the Judgement of the ECJ, it is expected that FIFA will be making essential changes to the rules governing the football transfer system. This article was authored by Erdem & Erdem Senior Associate Ece Özsü Alpagut [i] For the decision see, https://eur-lex.europa.eu/legal-content/FR/TXT/HTML/?uri=CELEX:62022CJ0650 [ii] Since 2014, several changes have been made to the RSTP. The 2014 edition was subjected to the case initiated by Diarra. [iii] RSTP defines the protected period as follows: a period of three entire seasons or three years, whichever comes first, following the entry into force of a contract, where such contract is concluded prior to the 28th birthday of the professional, or two entire seasons or two years, whichever comes first, following the entry into force of a contract, where such contract is concluded after the 28th birthday of the professional. [iv] Article 45 TFEU prohibits measures, whether based on nationality or not, that disadvantage EU citizens seeking to work in a member state other than their own, by preventing or deterring them from leaving their home country. [v] Article 101 of the TFEU prohibits all agreements between undertakings, decisions by associations of undertakings and concerted practices which may affect trade between Member States and prevent, restrict, or distort competition within the internal market. [vi] For the press release of FIFPRO please see https://fifpro.org/en/supporting-players/obtaining-justice/governance-and-representation/fifpro-statement-decision-of-european-court-of-justice [vii] For the press release of ECA please see, https://www.ecaeurope.com/news-media-releases/eca-statement-on-the-court-of-justice-of-the-european-union-cjeu-judgement-concerning-lassana-diarra/ [viii] For the press release of FIFA please see. https://inside.fifa.com/legal/football-regulatory/news/fifa-to-open-global-dialogue-on-article-17-of-the-regulations-on-the-status-and-transfer-of-players