Corporate and M&A

Contact: Att. Yesim Tokgoz; Erdem & Erdem (Turkey)

International Agreements

• The Law numbered 6662 regarding The Amending Protocol of Marrakech Agreement established the World Trade Organization and The Approval of Trade Facilitation Agreement as appropriate was published in the Official Gazette dated 27.01.2016 and numbered 29606.
• The Law numbered 6668 regarding The Approval of the Protocol numbered 15 amending the Convention in respect of the Protection of Human Rights and Fundamental Freedoms as appropriate, entered into force through publication in the Official Gazette dated 18.02.2016 and numbered 29628.
• The Law numbered 6669 regarding The Approval of The Convention for the Protection of Individuals with regard to Automatic Processing of Personal Data as appropriate, entered into force through publication in the Official Gazette dated 18.02.2016 and numbered 29628.
• The Law numbered 6665 regarding Legalization, investigation, seizure and confiscation of Criminal Income and the Approval of the Council of Europe Convention on Terrorism Financing as appropriate, entered into force through publication in the Official Gazette dated 19.02.2016 and numbered 29629.

Resolutions of the Council of Ministers

• The Resolution of Council of Ministers dated 11.01.2016 and numbered 2016/8430 regarding the Abrogation of The Council of Ministers Resolution dated 05.01.2015 and numbered 2015/7203 with Identification of the Official Notice Price was published in the Official Gazette dated 12.02.2016 and numbered 29622.
• The Resolution of Council of Ministers dated 01.02.2016 and numbered 2016/8471 regarding The Amendment on the Resolution concerning Tariff Quota Application of Some Agricultural Products Import from the European Union was published in the Official Gazette dated 12.02.2016 and numbered 29622.
• The Resolution of Council of Ministers dated 11.01.2016 and numbered 2016/8508 regarding Providing Support to Travel Agencies in Group A which brought tourists to our Country, was published in the Official Gazette dated 12.02.2016 and numbered 29622.

Legislation

• The Regulation on the Amendment to the Customs Regulation entered into force through publication in the Official Gazette dated 22.01.2016 and numbered 29601.
• The Communiqué (No: 2016/1) on the Amendment to the Communiqué (No: 2010/2) regarding the Announcement and Notification of Prohibition Resolutions on Cheque Book Printed Forms, the Amounts that the Banks are Obliged to Pay to Bearer and Making Out Cheques and Opening A New Chequing Account, was published in the Official Gazette dated 23.01.2016 and numbered 29602. This Communiqué entered into force on 25.01.2016.
• The Communiqué (Customs Transactions) (Serial No: 134) regarding the Amendment on the Customs General Communiqué (Customs Transactions) (Serial No: 102) entered into force through publication in the Official Gazette dated 24.01.2016 and numbered 29603.
• The regulation of Elevator Market Surveillance and Supervision entered into force through publication in the Official Gazette dated 27.01.2016 and numbered 29606.
• The Communiqué (2016/1) regarding the Administrative Monetary Penalties in accordance with the (k) sub-paragraph of Article 20 of Environment Law No. 2872, valid as of 01.01.2016, entered into force through publication in the Official Gazette dated 27.01.2016 and numbered 29606.
• The Tariff regarding the Amendment on the Attorneyship Minimum Wage Tariff entered into force through publication in the Official Gazette dated 27.01.2016 and 29606.
• The Regulation regarding the Amendment on the Building Audit Application Regulation entered into force through publication in the Official Gazette dated 28.01.2016 and 29607.
• The Public Procurement Communiqué (No: 2016/1) was published in the Official Gazette dated 01.02.2016 and numbered 29608. This Communiqué entered into force on 01.02.2016.
• The Regulation regarding the Barratry of Treasury Immovable Properties in Expropriation with Highway Construction Purpose entered into force through publication in the Official Gazette dated 30.01.2016 and 29609.
• The Communiqué (No: 2016/2) regarding the Amendment on the Regulating the Right to Log Files and Protection of Trade Secrets Communiqué (Communiqué No: 2010/3) entered into force through publication in the Official Gazette dated 31.01.2016 and numbered 29610.
• The Communiqué (No: 2016/6) regarding the Fundamentals of Support & Practice for the Utilization of Raw Milk entered into force through publication in the Official Gazette dated 01.02.2016 and numbered 29611.
• The General Conditions regarding the Amendment in the General Conditions of Compulsory Highways Motor Vehicles Financial Liability Insurance were published in the Official Gazette dated 02.02.2016 and numbered 29612. Article 2 of this General Conditions entered into force upon the date of its publication, other articles entered into force on the date of publication, valid as of 01.06.2015.
• The Regulation regarding the Fundamentals of Design, Calculation and Construction of Steel Structures was published in the Official Gazette dated 04.02.2016 and numbered 29614. This Regulation will enter into force on 01.09.2016.
• The Regulation regarding the State Contributions to the Individual Retirement System was published in the Official Gazette dated 05.02.2016 and numbered 29615. The third paragraph of Article 12 of this Regulation entered into force in the date of its publication, valid as of 01.01.2016, and other provisions will be entered into force on 01.04.2016.
• The Regulation regarding the Amendment in Planned Area Type Zoning Regulation entered into force through publication in the Official Gazette dated 05.02.2016 and numbered 29615.
• The Regulation regarding the Amendment in Market Surveillance and Control of Fertilizer Regulation entered into force through publication in the Official Gazette dated 05.02.2016 and numbered 29615.
• Tax Procedures Code General Communiqué serial numbered 468 was published in the Official Gazette dated 06.02.2016 and numbered 29616.
• The Regulation regarding the General and Specific Hygiene Rules in Slaughterhouses with Small Capacity entered into force through publication in the Official Gazette dated 07.02.2016 and numbered 29617.
• The Regulation regarding the Amendment in Environmental Impact Assessment Regulation entered into force through publication in the Official Gazette dated 09.02.2016 and numbered 29619.
• The Law numbered 6663 regarding the Amendment in the Income Tax Law and Other Certain Law entered into force through publication in the Official Gazette dated 10.02.2016 and numbered 29620. The Amendment in the related law was published in the Official Gazette dated 16.02.016 and numbered 29626.
• The Regulation regarding Social Security Foundation General Health Insurance Alternative Refund entered into force through publication in the Official Gazette dated 10.02.2016 and numbered 29620.
• The Regulation regarding Social Security Foundation Drug Reimbursement Regulation entered into force through publication in the Official Gazette dated 10.02.2016 and numbered 29620.
• The Regulation regarding the Amendment in the regulation regarding Social Security Foundation Health Services Pricing Commission Working Principles and Procedures entered into force through publication in the Official Gazette dated 10.02.2016 and numbered 29620.
• The Regulation regarding the Amendment in Cessation of Operation in Workplaces Regulation entered into force through publication in the Official Gazette dated 11.02.2016 and numbered 29621.
• The Regulation regarding the Amendment in Farmer Registration System was published in the Official Gazette dated 11.02.2016 and numbered 29621. The second Article of this Regulation entered into force in the date of its publication, valid as of 30.06.2015, and other provisions entered into force upon the date of publication.
• The Communiqué (Serial No:5) regarding the Amendment in Value Added Tax General Application Communiqué entered into force through publication in the Official Gazette dated 11.02.2016 and numbered 29621.
• The Communiqué regarding the Amendment in Resolution 32 on the Protection of the Value of Turkish Currency Communiqué (Communiqué No: 2006-32/32) entered into force through publication in the Official Gazette dated 12.02.2016 and numbered 29622.
• The Communiqué numbered 469 regarding the Amendment in Tax Procedure Law General Communiqué (Serial No: 459) entered into force through publication in the Official Gazette dated 12.02.2016 and numbered 29622.
• The Communiqué (No: 2016/1) regarding National Occupational Standards entered into force through publication in the repeated Official Gazette dated 12.02.2016 and numbered 29622.
• The Regulation regarding the Amendment in Customs Regulations entered into force through publication in the repeated Official Gazette dated 13.02.2016 and numbered 29623.
• The Turkey-EU Pre-Accession Assistance (IPA II) Framework Agreement General Communiqué (Serial No: 1) was published in the repeated Official Gazette dated 13.02.2016 and numbered 29623
• The Communiqué regarding the Amendment in the Communiqué on Mergers and Acquisitions (Communiqué No: 2010/4) that should be authorized by the Competition Board entered into force through publication in the repeated Official Gazette dated 13.02.2016 and numbered 29623.
• The Communiqué (Communiqué No: 2016/4) regarding the Amendment in Application Procedures Relating to Competition Infringements Communiqué (Communiqué No: 2012/2) entered into force through publication in the repeated Official Gazette dated 13.02.2016 and numbered 29623.
• The Regulation regarding the Amendment in Safety Professionals Task, Authority, Responsibility and Training Regulation entered into force through publication in the repeated Official Gazette dated 15.02.2016 and numbered 29625.
• The Procedures and Principles regarding the Amendment in Procedure and Principles of Electronic Payment and Collection Operations performed by Public Administrations within the scope of the General Budget entered into force through publication in the Official Gazette dated 19.02.2016 and numbered 29629.

Competition Board Decisions

• The Board of Competition (“Board”) decided not to issue a certificate of negative clearance to the decision of Bankalararası Kart Merkezi A.Ş.’s Board of Directors dated 25.02.2015 and numbered 2015/4 regarding the foundation “Payment Method of Turkey – TROY,” but to grant an individual exemption; not to issue a certificate of negative clearance to the “Licence Agreement” for the foundation of the TROY system signed between Bankalararası Kart Merkezi A.Ş. and Discover Financial Services LLC, that it benefits from group exemption; and not to issue a certificate of negative clearance for the “Cooperation Agreement,” signed between Bankalararası Kart Merkezi A.Ş. and Discover Financial Services LLC, but to grant an individual exemption. (18.02.2016, 16-05/106-47)
• The Board decided to issue a certificate of negative clearance to the “Agreement of Distribution” drafted in line with the amendment undertakings signed between ArcelorMittal Flat Carbon Europe SA, Bamesa Çelik Servis Sanayi ve Ticaret A.Ş. and Bamesa Muradiye Çelik San. Tic. A.Ş., BAMİ Çelik Servis Sanayi ve Ticaret A.Ş., and to issue a certificate of negative clearance for the “Memorandum of Understanding” signed between ArcelorMittal Flat Carbon Europe SA, ArcelorMittal Tailored Blanks N.V., Bamesa Aceros, Bamesa Çelik Servis Sanayi ve Ticaret A.Ş. and BAMİ Çelik Servis Sanayi ve Ticaret A.Ş.

Mergers and Acquisitions

• The Board decided that the acquisition of the shares that present a portion of the capital of Club Jolly Turizm ve Ticaret A.Ş. and Gordion Teknoloji A.Ş. by ELQ Investors II Ltd., who holds indirect control over Goldman Sachs Group Inc., was not subject to authorization. (18.02.2016, 16-05/113-BD)
• The Board authorized the acquisition of the control over İzopoli Yapı Elemanları Taahhüt Sanayi ve Ticaret A.Ş. by Kingspan MEATI B.V., which owns the majority of Kingspan Group PLC’s shares. (18.2.2016, 16-05/110-50)
• The Board authorized the acquisition of all Spheros Holding GmbH’s shares by Valeo Holding GmbH. (18.2.2016, 16-05/105-46)
• The Board authorized the acquisition of the sole control over Mecaplast Group by Equistone V FPCI, which is a mutual fund directed by Equistone Partners Europe SAS. (18.02.2016, 16-05/104-45)
• The Board authorized the acquisition of the shares of Polinas Plastik Sanayii ve Ticareti A.Ş., which belongs to Abdul Wahab Mahmouod Jassim Al Bunnia, by Yıldız Holding A.Ş. (18.02.2016, 16-05/103-43)
• The Board decided that the acquisition of the shares of New Look Retailers Limited in the NLT Tekstil Sanayi ve Ticaret Ltd. Şti, which is jointly controlled, and whose certain ratio of shares belongs to Global Tekstil Danışmanlık Sanayi ve Ticaret Ltd. Şti. and New Look Retailers Limited, by Saide Tekstil Sanayi ve Ticaret A.Ş., was not subject to authorization. (10.02.2016, 16-04/99-BD)
• The Board authorized the foundation of a joint venture company to Timur Gayrimenkul Geliştirme Yapı ve Yatırım A.Ş. and Amstar Global Partners Ltd. through the foundation of one or more joint stock companies, whose capital will be shared equally by the companies. (10.02.2016, 16-04/94-44)
• The Board authorized the foundation of a joint venture company to Dongguan Summit Metal Products Co., Ltd. and Gonvarri Corporacion Financiera, S.L., to be jointly controlled in the People’s Republic in China. (10.02.2016, 6-04/93-42)
• The Board authorized the operation of the assembly of the assets management affairs of SAM Investment Holdings Limited and the management of assets affairs of Pioneer Global Asset Management S.p.A., with all of its subsidiaries (except the work department of USA and certain subsidiaries that are not included in the stated operations). (10.02.2016, 16-04/90-40)
• The Board authorized the acquisition of all of the subsidiaries of Pioneer Investment Management USA Inc. in the USA by Warburg Pincus (Bermuda) Private Equity GP Ltd., General Atlantic LLC and UniCredit S.p.A, and to be jointly controlled. (10.02.2016, 16-04/89-39)
• The Board authorized the acquisition of the sole control over Cigna Corporation by Anthem, Inc. after the merger operations are realized. (10.02.2016, 16-04/87-38)
• The Board authorized the acquisition of the control over the business operations of global hair care, hair dyes, hair molders, colorful cosmetics and parfume, by Coty Inc. (10.02.2016, 16-04/83-37)
• The Board authorized the acquisition of the unique control over SanDisk Corporation by Western Digital Corporation. (10.02.2016, 16-04/74-30)
• The Board authorized the acquisition of the sole control over Comdata S.p.A.by Comet S.r.l. (10.02.2016, 16-04/73-29)
• The Board authorized the acquisition of certain ratio of shares of Çukurova Kimya Endüstrisi A.Ş. that belongs to the Çukurova Group, by KMY Kimya Girişim Yönetim Danışmanlığı Sanayi ve Ticaret A.Ş. (10.02.2016, 16-04/66-24)
• The Board authorized the acquisition of 29.9% of Nordex SE’S shares by ACCIONA S.A. and 100% of Acciona Windpower, S.L.’s shares by Nordex SE. (10.02.2016, 16-04/65-23)
• The Board authorized the acquisition of the unique control over KraussMaffei Group GmbH by China National Chemical Equipment Co., Ltd. (10.02.2016,16-04/64-22)         
• The Board authorized the acquisition of Guadarranque Polyester S.L.U’s shares from CEPSA Quimica S.A., by Indorama Netherlands B.V. (10.02.2016, 16-04/63-21)
• The Board authorized the merger of Konecranes Plc and Terex Corporation. (21.01.2016, 16-03/48-17)
• The Board authorized the acquisition of sole control over K1 Group SAS by De Krassny AG under the condition of the purchase of the certain shares of K1 Group SAS which are under jointly control of De Krassny AG and K1 International Sarl, by De Krassny AG. (21.01.2016, 16-03/47-16)
• The Board authorized the acquisition of certain shares of Gama Enerji A.Ş. from Gama Holding A.Ş., International Finance Corporation and IFC Global Infrastructure Fund Holding I Cooperatief U.A by Tenaga Nasional Berhad. (21.01.2016, 16-03/46-15)

Privatizations

• The Board authorized the privatization of Doğankent, Kürtün ve Torul Hydroelectric Power Plants of Elektrik Üretim A.Ş. and the lands allocated for use by these power plants, by way of “Granting Operational Rights.” (10.02.2016, 16-04/70-28)

Energy

• The Regulation on the Amendments of the Regulation regarding the Petrol Market License was published in the Official Gazette dated 23.01.2016 and numbered 29602. This Regulation entered into force on 01.02.2016.
• The Energy Market Regulatory Authority (“EMRA”)’s Decision dated 12.01.2016 and numbered 6065/1-b regarding the Amendments on EMRA Decisions on the Explanations regarding Application of Petrol Market License numbered 3242/2 and the Information and Documents Requested in the Application of the Amendment of Petrol Market License, was published in the Official Gazette dated 23.01.2016 and numbered 29602. This Regulation entered into force on 01.02.2016.
• The EMRA’s Decision dated 21.02.2016 and numbered 6079 regarding the Amendments of the EMRA Decision pertaining to the Using Instructions of the Energy Market Notification System, was entered into force through publication in the Official Gazette dated 27.01.2016 and numbered 29606.
• The EMRA’s Decision dated 21.02.2016 and numbered 6074-37 regarding the Amendments of the EMRA Decision pertaining to the Methodology of the Estimated Consumption Value Determination, was entered into force through publication in the Official Gazette dated 02.02.2016 and numbered 29612.
• The EMRA’s Decision dated 28.01.2016 and numbered 6087-3 regarding the Amendments on the Procedures and Principles of the Tariff Applications of the Legal Entities Who Own Distribution Licenses and Competent Supply Companies, was entered into force through publication in the Official Gazette dated 10.02.2016 and numbered 29620.