Corporate and M&A

Contact: Eda Uludere; Erdem & Erdem (Turkey)

International Agreements

• The Resolution of the Council of Ministers numbered 2015/8315 on the Ratification of Addendum No. 1 to the Financing Agreement between the Government of the Republic of Turkey and the European Commission Concerning the National Program for Turkey under the Instrument for Pre-accession Assistance – Transition Assistance and Institution Building Component for the Year 2013 was published in the Official Gazette dated 23.12.2015 and numbered 29571.
• The Resolution of the Council of Ministers numbered 2015/8316 on the Ratification of the “Financing Agreement” and the Annexed “Cover Note” was published in the Official Gazette dated 23.12.2015 and numbered 29571.
• The Resolution of the Council of Ministers numbered 2015/8344 on the Grant Agreement for the Chernobyl Fund between the Republic of Turkey represented by the Prime Ministry Undersecretaries of Treasury and the European Bank for Reconstruction and Development (EBRD) was published in the Official Gazette dated 10.01.2016 and numbered 29589.
• The Resolution of the Council of Ministers numbered 2016/8376 on the Ratification of the Asya Altyapı Bank’s Establishment Agreement Approved by Law No. 6658 dated 06.01.2916 was published in the Official Gazette dated 13.01.2016 and numbered 29592.

The Resolutions of the Council of Ministers

• The Resolution of the Council of Ministers numbered 2015/8321 on the Extension of the Application Period of the Temporary 10^th Article of Unemployment Insurance Law numbered 4447 was published in the Official Gazette dated 28.12.2015 and numbered 29576.
• The Resolution of the Council of Ministers numbered 2015/8353 on the Determination of the Ratios of Value Added Tax, Special Consumption Tax and Tobacco Fund was published in the Official Gazette dated 01.01.2016 and numbered 29580.
• The Resolution of the Council of Ministers numbered 2015/8352 on the Amendment to the Resolution on the Implementation of Certain Provisions of Customs Law numbered 4458 was published in the Official Gazette dated 09.01.2016 and numbered 29588.

Legislation

• The Communiqué on the Increase of the Monetary Limits Enshrined in Art. 68 of Consumer Protection Law numbered 6502 and Art. 6 of the Consumer Arbitral Tribunals Regulation was published in the Official Gazette dated 20.12.2015 and numbered 29568, this Communiqué will enter into force on 01.01.2016.
• The Communiqué on the Administrative Monetary Fines Enshrined in Art. 77 of Consumer Protection Law numbered 6502 was published in the Official Gazette dated 20.12.2015 and numbered 29568, this Communiqué will enter into force on 01.01.2016.
• The Regulation on the Amendment to the Independent Audit Regulation entered into force through publication in the Official Gazette dated 22.12.2015 and numbered 29570.
• The Regulation on the Amendment to the Commercial Advertisement and Unfair Trade Practices Regulation entered into force through publication in the Official Gazette dated 25.12.2015 and numbered 29573.
• Stamp Tax Law General Communiqué (Serial No: 59) entered into force through publication in the Official Gazette dated 25.12.2015 and numbered 29573.
• Fees Law General Communiqué (Serial No: 75) entered into force through publication in the Official Gazette dated 25.12.2015 and numbered 29573.
• The Communiqué (No: 2016/1) on the Increase of the Minimum Monetary Limits for the Administrative Fines Enshrined in Art. 16(1) of the Protection of Competition Law numbered 4054 was published in the Official Gazette dated 25.12.2015 and numbered 29573, this Communiqué will enter into force on 01.01.2016.
• The Regulation on the Amendment to the Regulation on Payment Services and Electronic Money Issuance and Payment Institutions entered into force through publication in the Official Gazette dated 26.12.2015 and numbered 29574.
• The Communiqué (2016/1) on the Administrative Monetary Fines to be Imposed as per the Environment Law numbered 2872 entered into force through publication in the Official Gazette dated 27.12.2015 and numbered 29575.
• The Communiqué on the Amendment to the Communiqué regarding the Decision No. 32 on the Protection of the Value of the Turkish Lira (Communiqué No: 2008-32/34) entered into force through publication in the Official Gazette dated 30.12.2015 and numbered 29577.
• Fees Law General Communiqué (Serial No: 76) entered into force through publication in the Official Gazette dated 31.12.2015 and numbered 29578.
• The Regulation on the Amendment to the Regulation on Leasing, Factoring, Accounting Practices of Finance Companies and their Financial Statements entered into force through publication in the Official Gazette dated 08.01.2016 and numbered 29587.
• The Communiqué on the Information Technologies Used in Payment and Security Confirming Systems (Number: 2015/7) entered into force through publication in the Official Gazette dated 09.01.2016 and numbered 29588.
• The Communiqué (III-37.1.a) on the Amendment to the Communiqué on Investment Services and Activities and Secondary Services numbered III-37.1 entered into force through publication in the Official Gazette dated 14.01.2016 and numbered 29593.
• The Communiqué (III-39.1.a) on the Amendment to the Communiqué on the Establishment and Activity Principles of the Investment Institutions numbered III-39.1 entered into force through publication in the Official Gazette dated 14.01.2016 and numbered 29593.
• The Regulation on the Amendment to the Insurance Agencies Regulation was published in the Official Gazette dated 16.01.2016 and numbered 29595 to be entered into force 6 months after its date of publication.
• The Regulation on the Amendment to the Regulation regarding Arbitration in Insurance entered into force through publication in the Official Gazette dated 19.01.2016 and numbered 29598.
• The Regulation on the Amendment to the Regulation on the Banks’ Internal Systems and Internal Capital Sufficiency Evaluation Process entered into force through publication in the Official Gazette dated 20.01.2016 and numbered 29599.
• The Regulation on the Amendment to the Regulation on the Measurement of Liquidity Coverage Ratios of Banks was published in the Official Gazette dated 20.01.2016 and numbered 29599.
• The Regulation on the Amendment to the Regulation on the Banks’ Equity Capital was published in the Official Gazette dated 20.01.2016 and numbered 29599 to be entered into force on 31.03.2016.
• The Regulation on the Amendment to the Regulation on the Measuring and Evaluation of the Capital Sufficiency of Banks was published in the Official Gazette dated 20.01.2016 and numbered 29599 to be entered into force on 31.03.2016.
• The Regulation on the Amendment to the Regulation on the Principles of Authorization and Activities of Rating Agencies was published in the Official Gazette dated 20.01.2016 and numbered 29599, this Regulation will enter into force on 31.03.2016.
• The Communiqué on the Amendment to the Communiqué on the Financial Statements to be Announced to the Public by Banks, as well as Explanations and Footnotes thereof, was published in the Official Gazette dated 20.01.2016 and numbered 29599, valid as of 31.12.2015.
• The Communiqué on the Public Declarations of Banks regarding Risk Management was published in the Official Gazette dated 20.01.2016 and numbered 29599. This Communiqué will enter into force on 31.03.2016.
• The Communiqué on the Amendment to the Communiqué on the Credit Risk Reduction Techniques was published in the Official Gazette dated 20.01.2016 and numbered 29599 will enter into force on 31.03.2016.
• The Communiqué on Amendment to The Communiqué on the Calculation of the Amount Subject to Credit Risk through an Internal Ratings Based Approach was published in the Official Gazette dated 20.01.2016 and numbered 29599 will enter into force on 31.03.2016.
• The Communiqué on Amendment to The Communiqué on the Risk Calculation Models and Calculation of Market Risk and Evaluation of Risk Calculation Models was published in the Official Gazette dated 20.01.2016 and numbered 29599 will enter into force on 31.03.2016.

Competition Board Decisions

• The Competition Board (“Board”) authorized the formation of a joint venture between Lanxess AG and Aramco Overseas Company BV. (24.12.2015, 15-45/745-269)
• The Board authorized the establishment of Bertschi Arkas Kimyasal Lojistik Anonim Şirketi by Arkas Lojistik A.Ş. and Bertschi AG. (24.12.2015, 15-45/752-274)
• The Board authorized the acquisition of all the shares of Visa Europe Limited by Visa Inc. (24.12.2015, 15-45/753-275)
• The Board authorized the acquisition of Öznur Pres Makine Metal Sanayi A.Ş. and NSK Armatür ve Aksesuar Sanayi ve Ticaret A.Ş. by ROCA Group through Keramik Laufen A.G. (24.12.2015, 15-45/756-278)
• The Board authorized the acquisition of all of the issued and circulating shares of Precision Castparts Corp. by Berkshire Hathaway Inc. and, following the transaction, formation of the sole control of Precision Castparts Corp. by Berkshire Hathaway Inc. (24.12.2015, 15-45/757-279)
• The Board decided that the formation of a joint venture between Balo Büyük Anadolu Lojistik Organizasyonlar A.Ş. and Rail Cargo Operator CSKD s.r.o. named Anatolia Rail Link Uluslararası Taşımacılık Lojistik ve Ticaret A.Ş. was not subject to authorization. (24.12.2015, 15-45/761-BD)
• The Board decided that acquisition of the de facto sole control over Nysrstar NV by Trafigura Group Pte. Ltd through a possible transfer of the minority shareholding in the general assembly of Nyrstar NV was not subject to authorization. (24.12.2015, 15-45/762-BD)
• The Board decided that the protocol signed between Tofaş Türk Otomobil Fabrikası A.Ş. and Peugeot S.A. regarding the supply of commercial vehicles by Tofaş Türk Otomobil Fabrikası A.Ş. to Peugeot S.A. for two years starting from 01.01.2016 cannot be negatively cleared; however, this protocol may be granted individual exemption. (24.12.2015, 15-45/755-277)
• The Board authorized the merger of Weyerhaeuser Company and Plum Creek Timber Company, Inc. (28.12.2015, 15-46/765-280)
• The Board authorized the acquisition of the cardiovascular equipment sales and the distribution department of Opakim Tıbbi Ürünler Sanayi ve Ticaret A.Ş. by St. Jude Medical Inc. (28.12.2015, 15-46/767-282)
• The Board authorized the acquisition of the control over DYO Matbaa Mürekkepleri Sanayi ve Ticaret A.Ş. by Toyo Ink SC Holdings Co., Ltd. (06.01.2016, 16-1/1-1)
• The Board authorized the acquisition of Milas Ambalaj ve Sanayi Ticaret A.Ş. by DS Smith Packaging International B.V. from Alfasa Family. (06.01.2016, 16-1/8-3)
• The Board authorized the acquisition of the joint control over Laboratoire HRA Pharma SAS and its affiliates by Astorg Asset Management S.a.r.l. and Goldman Sachs Group Inc. (06.01.2016, 16-01/13-6)
• The Board authorized the acquisition of the joint control over Bombardier Transportation (Investment) UK Limited by CDP Investissements Inc. (06.01.2016, 16-01/13-6)
• The Board decided that “TEB-İDO Cooperation Agreement” signed between Türkiye Ekonomi Bankası A.Ş. and İstanbul Deniz Otobüsleri San. ve Tic. A.Ş. cannot benefit from group exemption; however, the Board granted individual exemption to this agreement. (06.01.2016, 16-01/7-2)
• The Board authorized the acquisition of the control over Total Oil Türkiye A.Ş. by Demirören Holding A.Ş. (14.01.2016, 16-02/28-7)
• The Board authorized the acquisition of the sole control over RTS Renal Tedavi Hizmetleri San. ve Tic. A.Ş. by Baxter Healthcare S.A., formerly jointly controlled by Eczacıbaşı-Baxter Hastane Ürünleri San. ve Tic. A.Ş. and RTS Worldwide Inc. (14.01.2016, 16-02/35-12)
• The Board authorized the acquisition of joint control over CVC Strategic Opportunities Platform and Sphinx Investment Pte. Ltd. by RAC Group (Holdings) Limited through the acquisition of a certain ratio of shares in Carlyle Europe Partners III by CVC Strategic Opportunities Platform, and the transformation of shares held by Sphinx Investment Pte. Ltd., which do not provide control rights into those that provide control rights. (14.01.2016, 16-02/38-13)

Energy

• The Regulation on the Amendment to the Electricity Market License Regulation entered into force through publication in the Official Gazette dated 23.12.2015 and numbered 29571.
• The Resolution of the Council of Ministers numbered 2015/8321 on the Extension of the Application Period in the Electricity Market Law numbered 6446 was published in the Official Gazette dated 24.12.2015 and numbered 29572.
• The Regulation on the Amendment to the Natural Gas Market Certificate Regulation entered into force through publication in the Official Gazette dated 25.12.2015 and numbered 29573.
• The Regulation on the Abolishment of the Regulation regarding the Electricity Market Distribution Systems and Control of the Realization of Plans was published in the Official Gazette dated 26.12.2015 and numbered 29574. This Regulation will enter into force on 01.01.2016.
• The Energy Market Regulation Board (“Board”) published the Energy Market Regulation Authority (“EMRA”) Decision on the security deposits to be implemented after 01.01.2016 in the electricity market on its website on 27.12.2015.
• The Board published the EMRA Decision on the implementation of fixed connection deposits after 01.01.2016 in the electricity market on its website on 27.12.2015.
• The Board published the EMRA Decision on the implementation of cutting-connecting fees after 01.01.2016 in the electricity market on its website on 27.12.2015.
• The Board published the EMRA Decision on free consumer limits as per Art. 25 of the Electricity Market Consumer Services Regulation after 01.01.2016 in the electricity market on its website on 29.12.2015.
• The Principles and Procedures on the Tariff Implementations of the Legal Persons Holding Distribution Licenses and Supply Companies was published on the EMRA website on 01.01.2016.
• The Communiqué on the Regulation of Retail Energy Sales Prices was published in the Official Gazette dated 30.12.2015 and numbered 29578. This Communiqué will enter into force on 01.01.2016.
• EMRA published its Decision numbered 5966-24 on the Amendment to the Principles and Procedures of the Profile Practices to be used in Reconciliation Calculations as per Electricity Market Balancing and Reconciliation Regulation on 06.01.2016.
• Natural Gas Sector Report November 2015 was published on EMRA’s website on 20.01.2016.