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ARTICLE · 07 FEBRUARY 2020

Liability From Representations And Warranties Under Share Purchase Agreements

Erdem & Erdem Law
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Contractual warranty, on the other hand, is the liability arising from the lack of qualifications of the sale product that the seller has so notified.

TurkeyCorporate/Commercial Law
Melisa Sevinç Atılganer
Melisa Sevinç Atılganer
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Introduction

Regulations concerning the liability of the seller arising from defects under sales contracts, and the effects of defects on sale contracts, are stipulated in detail under Turkish Code of Obligations No. 6098 ("TCO"). However, there is no specific regulation regarding purchase agreements concerning shares that are substantially subject to Turkish Commercial Code No. 6102 ("TCC").

Although shares constitute the fundamental subject of share purchase agreements1, commonly, the purpose of the purchaser through share purchase agreements is the acquisition of enterprises of the company to which the subject shares belong. In this regard, in addition to the qualifications related to the shares, the qualifications that would substantially affect the activities of the company are crucial to the purchaser.

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