Company Law - Şirketler Hukuku

Corporate Law

In Corporate Law, being one of our main practise areas, MTN offers its services including:

  • Drafting articles of association and protocols between partners,
  • Organising relations of partners, unincorporated associations and secret partners of unincorporated associations,
  • Legal counselling regarding the type of a company primarily being limited or joint stock companies  with regards to the mutual balance between the partners and their common purpose during its incorporation; and suggesting a change in company structure or type following detailed analysis,
  • Creation of an effective management structure with regards to the white collared personnel (including CEO, CFO, Directors etc.) and drafting internal directive and other documents accordingly, in the event of a transfer in management to a third party,
  • Implementing the partners right to information, supervising the legal compliance of the company and its partners’ relations with the third parties and providing with legal counsel,
  • Regulating minority rights and franchise,
  • Regulating right of preference and stock warrants,
  • Offering solutions to the possible issues regarding the status and functioning of the board of directors and failure to take decision or lack thereof,
  • Litigating the cases related to this area of law including: company dissolution, annulment of a board or general assembly decision etc.,
  • Informing the partners regarding their rights and liabilities,
  • Resolution and management of the disputes between the partners,
  • Legal counselling in cases of withdrawal or exclusion from a partnership.

şirket yapılandırma

Corporate Restructuring

Changes among the partners, professionalization in the management, institutionalisation, conglomeration, enactment of new legislation may require a company’s restructuring.

 

MTN, offers legal solutions not based upon mainstream practises but especially tailored for the client company by ascertaining the necessary changes in the company’s structure and thus providing with legally safer status.

 

It is common in the corporate world to witness failing articles of association of family companies consists of vague texts open to misinterpretation, lack of actual legal value and binding nature. MTN, with regards to family corporations, offers its services in drafting articles of association and other related document. Compliance of such documents with the laws in effect and other related regulations are of vital importance.

 

MTN, assists its seceding-merging-restructuring clients with its strategic structuring formulas.

 

MTN, counsels in institutionalization, drafting directives, functioning of the general assembly, conducting meetings online, preparing vote/decision charts to avoid crisis in the board of directors, visioning solutions in case of a ineffectiveness or a lockdown in management, legal status and liability of the independent board members, identifying the responsibility structure between the professionals and financier stakeholders, determining the work plan of the board of directors and other possible commissions, preparing protective measures against the lockdown of the board or lack thereof.

 

MTN offers its services in overseeing the functioning of the supervisory mechanisms and the equality principle in the company; in enhancing the transparent management model; in clarifying the rules of liability; in protection of the personal interest of the stakeholders and of the company’s itself (Take-over defences / squeeze out) among other things.

 

MTN, maintains long experience in incorporation and restructuring of associations, and transforming a limited company to a joint stock one and vice versa, among other types of company structural transformations.

sözleşmeeeler Huk

Contracts Law

MTN, designs the structure and provisions of each contract with regards to the attributes of the relation, in order to satisfy the needs of its clients. MTN, offers contract drafting and review services, with a specific approach to its every single client.

 

MTN, conducts the contract negotiations to put forth the interests of the contracting parties and to effectively enforce the contracts provisions of penal nature. Our expert team of lawyers diligently reviews and if necessary revises the contract; clarifies the ambiguous points to avoid possible issues during the implementation of the contract.

 

MTN, would not view the contract via mere legal approach; instead endeavours to identify the demands and expectations of the contracting parties and to outline thereof in the contract with a unambiguous language.

 

The contracting parties may have disputes reasoning from the contracts that were prepared without a legal review of from other extra contractual causes. In the event of a dispute, MTN offers legal counsel to enforce all the provisions of the contract advantageous to the client.

 

MTN, maintains its experience in this area by the thousands of drafted contracts for its clients in nearly every aspect of the law. Some of the contracts prepared by MTN were listed as exemplary models in academic publications.

 

Contract types prepared by MTN are: bargain sale contracts, consignment contracts, consept-design contracts, unincorporated partnership contracts (joint venture, consortium), business and profit sharing contracts, sponsorship contracts, ship sale contracts, shipbreaking contracts, fuel sale contracts, franchise and distributorship contracts, licence contracts, real estate and any other type of rent contracts, freight-logistics contracts, advertising contracts, security services contracts, contracts for solution partnerships, surveillance-auditing contracts, automobile-yacht leasing contracts, trademark and consultancy contracts,  copyright assignment contracts, design contracts, business management contracts, brokerage contracts, web site design contracts, supply contracts, barter contracts, any types of construction contracts, demolition contracts, transfer contracts, subscription contracts, contract manufacturing contracts, organization of sports tournaments contracts, maintenance of sports fields contracts, professional footballers service contracts, surety-guarantee contracts, confidentiality contracts, animal care contracts, internal architectural decoration contracts, precious metals freight contracts, mandate manager contracts,

tender specifications, personnel transportation contracts, landscaping contracts, sales representation contracts, firearm transfer contracts, consultancy contracts, undertaking contracts and sub-contracts, exclusive rights holder contracts, software maintenance and support contracts, fax and e-mail instructions contracts, factoring contracts, labour contracts, articles of association, management contracts, compromise and debt liquidation protocols.

birleşme devralma

Mergers & Acquisitions

MTN, has implemented various merger and acquisition transactions over different business sectors including finance, energy, fuel, mining, tourism, jewellery, sports etc. 

 

MTN supports its clients with:

  • Drafting and negotiation of the confidentiality contracts during mergers and acquisitions,
  • Detalied legal review
  • Drafting and negotiation of the share transfer agreements,
  • Management of the share transfer procedure and account closing,
  • Legal Counselling to overcome some possible legal disputes related to merger or acquisition, including which party should be held responsible for risks such as a former issue, debt or liability.

MTN maintains experience in not only during the merger and acquisition procedures but also prevention of legal risks following a merger or an acquisition and in offering legal counsel should such risks occur. MTN is experienced in resolving disputes arising from such risks both through litigation and other alternative means including arbitration.

Competition Law

Competition Law is briefly the area of law that seeks to maintain and continue the free and competitive nature of the markets and thus makes necessary regulations and audits accordingly. With the ever-growing economy and commercial competition the importance of Competition Law in practise is increasing.  Thus, MTN offers legal counsel to its clients who might face problems related to this are of law.

 

MTN, focuses its practice mainly on the compliance of mergers and acquisitions, organizing the transfers within group companies, review of contracts and franchise contracts and thus represents its clients successfully in every possible preventive measure. MTN actively defends and represents its clients before the administrative authorities.

faktoring

Factoring Law

Having numerous clients from the finance sector, MTN offers its services in this area including:

  • Incorporation and restructuring factoring companies, counselling in management of the company’s general assembly,
  • Drafting contracts that the factoring companies were a party to, intercorporate or with third persons,
  • Legal counselling in order to avoid or resolve the issues related to ban the assignment of claims which is a frequently faced issue in factoring, possible pleas and objections of non-debtor persons, subjecting a claim to clearing or set-off, deficiencies in a statement of assignment, instances in which the non-client debtor should be protected, status of the consumer against the factoring company within the scope of consumer law, delivery of defective goods or services or complete or partial non-existence of a claim,
  • Legal counselling to resolve the disputes related to factoring including domestic and foreign debt collection and commercial claim insurance.
  • Giving legal training to the factoring company’s personnel,
  • Legal counselling and representation in legal or criminal cases and administrative proceedings which may occur in the course of debt collection,
  • In resolving all factoring related legal disputes, effectively uses litigation,enforcement and other alternative dispute resolution methods.

 

 

Associations and Foundations Law

It is a necessity for the persons to use the legal instruments in order to achieve their aims. Associations are personal unions, structures through which persons as members unite around a common purpose. Foundations, with the improvements in modern foundations law, evolve into a structure which not only dedicates an estate to a purpose but also allows the involvement of persons via membership systems.  

MTN offers services in drafting charters for associations, establishing associations of various purposes, conducting transactions before the directorate of associations, management of the board of directors and the general assembly, establishing the headquarters and branches of the associations, drafting documents such as directives/penal order/instructions to which the associations may need during their practices.

MTN specifically offers services in the process of incorporation of the sports clubs. MTN maintains experience in incorporation of the branches of an association and addressing the needs of the today’s sports world.

Having established numerous foundations, MTN is experienced in the issues of foundation deeds, designating the foundation structure in accordance with the needs, amending the deed of foundation, organizing the foundations organs in an effective way.

It is of importance in drafting a deed of foundation to accurately address the aims and dreams of the founders. For instance, in the deed of a foundation which aims to establish a university, a clause which envisions such establishment must exist. The time consuming process due to the requirement of a court ruling for establishment or deed amendment of a foundation, can be completed within short notice with our experience in the field. MTN has the experience and capacity enough to suggest alternative types of foundations to its clients according to the founder’s ideals and desires.

In today’s business world, businesspersons seek to attain lasting impact for their business or family through associations or foundations. MTN is aware of such expectations of the business world and addresses them effectively based upon its deep experience in associations and foundations.

uluslararsı ticaret

International Comercial Law

MTN is an institution, legal counsel of which is desired when the companies enters into the global stage. MTN gives legal counsel to Turkish and foreign investors during and after the founding a secure trade relation in Turkey or a foreign country. Draft of international private law contracts in foreign languages is one of MTN’s areas of practice.

MTN, benefits from Incoterms, Vienna Sales Agreement (CISG), ICC rules, e-trade and related international directives, Hamburg rules, and other international documents; whilst working with international contracts, international sales contracts, determining the applicable law, issues of international transportation, drafting bill of lading and disputes related thereto, letter of credit disputes, recognition and enforcement of court and arbitration decisions,

In case of an international legal dispute, MTN, being a founder of the global legal network which operates in approximately 50 countries, offers legal service including counsaltancy, debt collection, litigation, arbitration, and mediation.

Dünya Ticaret Merkezi

World Trade Organisation

It is becoming more and more difficult to limit the trade within state’s boundaries. World Trade Organization thus works to lift the limitations over the global trade.  To know and understand the agreements and notions of General Agreement on Trade and Tariffs (“GATT”), General Agreement on Trade Services (“GATS”), Trade Related Aspects of Intellectual Property Rights (“TRIPS”), Most Favoured Nation Clause(“MFN”), Trade Facilitation Agreement (“TFA”), Antidumping, TBT and SPS, along with their exceptions and exemptions are of importance in dispute resolution.

These improvements in global trade necessitate a dispute resolution mechanism between the countries and the WTO. This requires the effective implementation of legal procedures from negotiation till appeals to the WTO’s dispute resolution mechanisms. MTN offers legal services to rescind a constraint order or other limitative decision that the Turkish companies could face including anti-damping measures in construction steel import.

 

Compliance

MTN emphasises the importance of protective legal counsel. MTN, counsels during the compliance process of existing or forthcoming legislation, to legally avert all possible risks its clients could endure during their corporate operations.

MTN, according to the needs of its clients and new legislation, forms and revises company’s internal policies; revises directives/circulars/procedures. MTN may give training to companies’ personnel to attain their compliance to the changes, should the need arises.

Legislative, by enacting a new law and courts by turning from their old precedents may create a new legal status. Such developments must be recognized and complied to. MTN informs its clients of such developments in legislation and case-law and if any compliance required afterwards. Thus, MTN provides its clients with the opportunity to remain up-to-date.

kişisel veri

Data Protection and Privacy Law

Due to technological improvements, personal data can be gathered, stored and processed without the person’s consent. With the enactment of Protection of Personal Data Law, numbered 6098, (“KVKK”), it has been aimed to prevent from such unconsented use of personal data. Data processers and other liable persons should be careful due to heavy measures and penalties set forth in KVKK for persons who gather, process, copy, distribute, hold personal data. In this regard, with its compliance project MTN offers services to its clients in :

  • Conducting tailored analysis for its clients and determines their responsibilities with respect to KVKK,
  • Providing with necessary cooperation to their clients in establishing data storage systems or improving already existing ones to fulfil their obligations set forth in KVKK,
  • Drafting and revising the agreements and consent letters its clients should sign with their clients and partners with respect to KVKK,
  • Intercompany training for its clients’ data controller personnel and other related personnel to fulfil its obligations set forth in KVKK,
  • Counsels each client specifically to ensure their compliance with KVKK.

 

MTN, regarding KVKK, conducts its practice with the approved and respected academics.

 

fikri mülkiyet hukuku

Intellectual Property Law

MTN, in the field of intellectual and industrial rights, offers legal counsel. MTN, offers services mainly in:

  • Trademark annulment cases,
  • Prevention of trademark infringement cases,
  • Compensation cases for pecuniary and non-pecuniary damages,
  • Annulment cases against YIDK decisions,
  • Unfair competition cases,
  • Patent annulment cases,
  • Prevention of infringement of the rights originates from authorship and compensation cases,
  • Cases of unauthorised licence use,
  • Cases regarding illegal use of data on internet,
  • Criminal cases related to right infringements.

MTN, along with litigation procedures, also gives legal counsel regarding the protection of intellectual and artistic works in a manner encompassing the trademark law.

Tort law and Compensation

There is a violated right and a compensation to claim following every accident, illegal act or contract not duly fulfilled. MTN offers legal counsel in all types of compensation cases including contractual compensation claims, penal clause claims, claims for pecuniary and non-pecuniary damages due to illegal acts including workplace accidents and traffic accidents.

Compensation for loss support cases following a fatal accident are among the areas of which MTN is widely known for. In course of years-long litigation process, in order to mitigate the damages its clients has suffered, MTN maintains experience in issuing temporary payment decisions and other interim measures.

Tort could also be caused by the administrative authorities. MTN offers legal counsel in full remedy actions due to the administrative authorities’ neglect of duty.

Some criminal offences defined in the Turkish Penal Code also result in the offenders’ liability for compensation. For instance an insulted person may demand compensation for his or hers non-pecuniary damages. In today’s world it is common to witness instances of insults through social media and digital world. MTN offers its services in identification of the offenders in offences committed via social media or means of communication, their punishment, issuing decisions to bar access to prohibit or prevent any existing or possible violation via any possible legal means.

spor hukuku

Sport Law

MTN’s sport law team consists of lawyers, who were and still actively served as a referee under Turkish Football Federation (“TFF”), served in other boards of the TFF, offered their services in respected clubs of Turkey. Thus, MTN not only adapts the legal aspect of the sports but also its practice and spirit.

MTN offers legal counsel in legal procedures regarding each and every branch of sports. MTN supports sportsmen, sport clubs, technical staff, players, their representatives, trainers, referees, managers, spectators and other members in their every step.

MTN is able to represent professional players and sport clubs before Court of Arbitration for Sport, FIFA and UEFA authorities (Dispute Resolution Chamber, Players Status Committee etc.).

MTN offers the services of legal supervision of the clubs internal functioning, institutionalizing of a club, incorporation of a club, addressing a clubs needs during incorporation process, drafting professional sportsman transfer agreements, drafting penal directives, sponsorship agreements, drafting sportsman, technical staff and representatives’ agreements, representing the sportsmen, conducting legal transactions for the sport clubs, domestic and foreign debt collection originating from sportive relations.

idare-hukuku ve vergi hukuku

Administrative and Tax Law

MTN is experienced in objections following an administrative action, annulment cases, full remedy cases, legal or actual confiscating without expropriating cases. MTN offers legal counsel in cases of public procurement, town planning law; cases for annulment of taxes and penalties against tax offices and customs.

A decision to suspense an administrative decision’s execution could provide with a temporary protection especially in the possibility of an irreparable damage. MTN aims to settle the dispute via mediation, fine reducement and other means before filing a legal action in court. Should such means fails MTN is able to represent its clients before administrative and tax courts.

Labor Law - İş Hukuku

Employment Law

Employment law is MTN’s one of main areas of practise.  MTN offers legal counsel regarding both the rights of the employee and the employer. MTN offers legal counsel within the areas of aviation, press labour law, maritime labour law, and labour law numbered 4857. MTN also assumes the role of mediator in disputes between employers and employees.

MTN offers its service including:

  • Consultancy during, prior to and following the employment procedures, with regards to its clients’ needs.
  • Drafting diligently prepared employment contracts and sharing with its clients,
  • Legal counsel in cases regarding disputes due to termination of employment contracts, including reemployment and employees claims (severance pay, notice pay, overtime etc.)
  • Training and counselling the human resources and representatives of the employers, to prevent such disputes before occurring,
  • Legal Counseling for employers whose contracts unlawfully terminated or who faced mobbing in their workplaces, litigation if necessary and reporting every step of the case to our clients.

İCRA HUKUKU

Debt Collection / Enforcement

MTN, with its effective and experienced team detects and locates the debtor’s properties and achieves a complete debt collection promptly. MTN is an expert legal institution in domestic and foreign debt collection.

Our services in this field are cases before enforcement and regular courts and enforcement procedures in enforcement and bankruptcy offices.

  • MTN, regardless of the source of the debt, determines the appropriate legal method and thus conducts the collection procedure.
  • MTN diligently conducts the seizure, valuation and sales phases of the debt collection procedure. MTN is experienced in the legal disputes, which may arise during any debt collection procedure, including arguments over notice, seizability, interpleader relief, objections to valuation, cancellation of tender, objections to seizure tables etc.
  • MTN conducts the necessary procedures to have related persons condemned regarding debt collection offences (bad check, violation of a committal, etc.)
  • MTN is especially known for its services conducted during bankruptcy postponement cases along with other debt collection related procedures and cases. MTN offers its services against persons who are unlawfully benefits from bankruptcy postponement/concordatum protection and to deprive them from such protections.
  • MTN offers qualified service in cases related to debt collection including detection cases, objection to debt, replevin cases, annulment and rescission of objection cases, with its expert team.

ceza hukuku

Criminal Law

Criminal law being about personal liberty along with personal rights and property differentiates from other legal branches. Thus an accused person or a victim would need a prompt legal counsel. MTN offers legal counsel to both Turkish citizens and foreigners who face criminal law related problems in Turkey, in Turkish or foreign languages respectively. In addition to foreigners who face prosecution in Turkey, Turkish citizens may also face accusations or become victims on abroad. This two instances might also occur within the same case.

MTN offers legal counsel in criminal cases regarding forgery, embezzlement, fraud, traffic accidents, malpractice, workplace accident, intellectual property, insult, threat, blackmail, property damage, wilful or accidental injury, crimes against body integrity, etc.

aile hukuku

Family and Inheritance Law

Family and inheritance law are delicate branches of law. While resolving disputes, MTN endeavours to not damage relations between family members. MTN applies family mediation methods along with other family protective and psychological techniques. Completes divorce and separation procedures in a manner to not suffer any involving parties. With respect to inheritance law, MTN gives legal counsel to its clients in drafting their last will and ensures its clients to attain their rightful inheritance.

MTN offers legal counsel in:

  • Resolving family disputes,
  • Decisions of separation,
  • Divorce, division of property, alimony, compensation cases,
  • Recognition and enforcement of a divorce,
  • Drafting consensual divorce agreements and protocols,
  • Cases regarding marital property,
  • Child custody procedures,
  • Acknowledgement of a child, and paternity cases,
  • Custody, tutelage, tutorship, affiliation cases,
  • Collecting alimony and compensation claims,
  • Interim measures for marital property,
  • Transfer of inheritance, rejection of inheritance,
  • Interpleader relief on grounds of inheritance cases,
  • Community of heirs, share of inheritance,
  • Offsetting in inheritance,
  • Disposition mortis causa, wills, draft of inheritance agreements,
  • Inheritance detection cases,
  • Reduction cases,
  • Inheritance related legal and administrative disputes,
  • Conducting tutelage procedures,
  • Recognition and enforcement of foreign related family or inheritance law decisions in Turkey or vice versa.