New Lawsuits Regarding Mergers, Spin-offs And Conversions

Introduction

The Turkish Commercial Code No. 6102 ("TCC") introduces detailed provisions regarding merger transactions, regulates for the first time spin-off transactions and materially broadens the scope of conversion of type transactions. Both Swiss legislation and the acquis communautaire were taken into consideration in the drafting of these provisions.

The TCC introduces new concepts such as squeeze-out and sell-out rights, a consideration to be paid to the shareholder, and regulates new shareholder rights. The system of protection of creditors is amended and the old mechanism which prevented the realization of restructuring transactions is abandoned. A simplified procedure is envisaged based on the scale of the companies involved in the transaction. Thereby, the TCC addresses restructuring transactions in detail. Statutory provisions aim at facilitating these transactions.