About

What are the most important transactions and litigations that you have been involved in during the last two years?

The sale of 57.88% shares of Yünsa, a publicly traded company and the largest integrated high-segment worsted wool fabric manufacturer in Europe. The transaction closed on 26 November 2019.

The signing by Çimsa, a subsidiary of Sabancı Holding, of the Asset Purchase Agreement to acquire the Buñol Plant in Valencia, Spain from Cemex, one of the world’s leading cement producers, for approximately US$ 180 million (signing 29 March 2019, closing pending competition approvals). Following the acquisition, Çimsa, which is already the prominent European white cement player, will become a global leader capacity wise.

• The successful IPO of Enerjisa Enerji, a joint venture of Sabancı Holding and Germany’s E.ON, which was traded on Borsa Istanbul from February 2018. With a market capitalisation of 7.3bn billion TRY, Enerjisa Enerji’s public offering made history as the biggest public offering of Turkey on the TRY basis.
• And in a supporting role only: the acquisition by Kordsa, a subsidiary of Sabancı Holding, of three different businesses in the US with the rationale of becoming an integrated player in the composite business:
• Acquisition of Axiom Materials in the US in 2019, which is the only worldwide-qualified manufacturer of Oxide-Oxide ceramic matrix composites
• Acquisition of Advanced Honeycomb Technologies in the US in 2018, which manufactures a wide range of Nomex honeycomb core for aerospace
• Acquisition of Fabric Development Incorporated and Textile Products Incorporated in the United States in 2018, which is a leading supplier of advanced composite fabrics for the commercial aviation industry and the only supplier in lightning strike fabrics

What have been the major external trends that have impacted your team’s work over the past two years (market developments, changing regulatory environment, political events etc.)?

Until a short while ago, most corporates used to take the view that the legal function should shrink to decrease headcount and payroll costs and a greater proportion of the company’s legal work should be outsourced to law firms. However, due to rising cost of legal advisory services, today corporates prefer that a greater proportion of the work is performed within the legal function, typically using new technologies and resourcing models; because this approach can be more cost-efficient and strategic, and also bring the legal function closer to the business which results in both legally acceptable and commercially feasible solutions. In line with this trend, we have expanded our legal department and hired lawyers each of which are specialised in different aspects of law so that we can respond to the needs of the business teams without much recourse to outsourcing.

What will be the main focus for the company in the next 12 months and how do you intend to assist with this?

Sabancı Group’s core businesses can be classified under three main pillars, which are Finance, Energy, Industrials. Sabancı Group plans to  expand these core businesses by growing into adjacent areas that utilise the competencies and reinforce the strength of our core businesses and also pursue new bet opportunities. In order to transform and grow our portfolio in a profitable and sustainable manner; we will be relying on the following mechanisms:

• Project pipeline funnel: A “Business Development Funnel” will be further developed for creating the right pipeline of projects competing with each other to be one of our focus and investment areas. Each opportunity that is proposed to the funnel either by our subsidiaries or Holding Strategy team, will be reviewed based on predetermined criteria. We, as the legal department, will be identifying the legal risks, regulatory requirements and prerequisites of the proposed projects and will be informing the management.
• Corporate venture capital: The Sabancı Group will continue exploring ways to invest in start-up companies. We, as the legal department, will assist the Investment Committee during the acquisition of the targeted start-ups. In this respect, we will initially be involved in designing the legal structure for investing in the relevant start-up company. Then, we will conduct legal due diligence activities for the target companies, determine the potential risks and how to overcome or mitigate such risks. Finally, we will take charge of the drafting and negotiation of the transaction documents, including share purchase agreement, shareholder agreement and financing agreements, alongside other responsibilities.

What techniques do you use to provide commercially-focused and optimal business advice to your company? If so, how do you get these across to more junior lawyers in the team?

The key is to keep it simple and short, while being very precise, always keeping in mind the needs and demands of business, showing alternative legally acceptable solutions whenever needed. Guiding the business from the onset and supporting the decision making throughout is key, and that is only possible if the legal team is seen as a partner and not a show stopper.

This is what we teach our junior lawyers from day one at our legal department. Before giving any law advice, they are to spend time to understand the specifics of the project, the stakes at hand, the end goal of it, and then only start working on the contracts. They need to be part of the project team before they can start advising the team on any matter.

Does the team use any “legal tech” products and do you find them a helpful management device?

We use several legal tech products. Being a holding company, we are monitoring the number and progress of the lawsuits our subsidiaries are a party to. For this specific purpose, we have developed together with our IT team a lawsuit reporting tool, whereby we can analyse and consolidate the data entered by our subsidiaries, track the evolution of the number of lawsuits as well as the risks related thereto. 13 of our subsidiaries are using this tool to report to us their lawsuit related data. We consolidate this data which carries with it a very valuable insight into the lawsuit related risks and costs.

We also use a legal tech product for data privacy related matters, as well as for contract management.

In what ways do you see the in-house legal role in evolving in your region over the next few years?

The in-house legal role is bound to evolve even more as companies tend to demand more from their in-house teams. The days of outsourcing all of the legal work to one or two outside law firms is long over for several reasons such as efficiencies and cost awareness.

Companies want more and more strong legal teams that are able to tackle the legal issues in-house, getting support of outside law firms only if and when absolutely necessary. This trend is strengthening the position held by many in-house legal departments.