Corporate and M&A

Turkish Law: Recent Keynotes of May 2016

Resolutions of the Council of Ministers

  • Resolution of the Council of Ministers Amending the Resolution Regarding the Regulation of Border Trading entered into force through publication in the Official Gazette dated 11.05.2016 and numbered 29709.

Legislation

  • The Communiqué on the Prevention of Unfair Competition in Importations (Communiqué No: 2016/14) entered into force through publication in the Official Gazette dated 21.04.2016 and numbered 29691.
  • The General Communiqué of Income Tax (Serial Number: 291) entered into force through publication in the Official Gazette dated 21.04.2016 and numbered 29691.
  • The Regulation on the Amendment on the Regulation on Movable Assets entered into force through publication in the Official Gazette dated 22.04.2016 and numbered 29692.
  • Communiqué (Serial No: 3) on the Amendment on the Free Trade Zone General Communiqué numbered 3218 (Serial No: 1) was published in the Official Gazette dated 26.04.2016 and numbered 29695.
  • The General Communiqué of Customs (Tariff-Categorization Decisions) (Serial No: 23) entered into force through publication in the Official Gazette dated 26.04.2016 and numbered 29695.
  • The Communiqué on the Amendment to the Public Tenders Communiqué entered into force through publication in the Official Gazette dated 27.04.2016 and numbered 296956.
  • The Regulation on the Amendment to the Implementation Regulation on Construction Works Tenders entered into force through publication in the Official Gazette dated 27.04.2016 and numbered 296956.
  • The Regulation on the Amendment of the Implementation Regulation on the Purchase of Goods Tenders entered into force through publication in the Official Gazette dated 27.04.2016 and numbered 296956.
  • The Regulation on the Amendment of the Implementation Regulation on Consultancy Service Procurement Tenders entered into force through publication in the Official Gazette dated 27.04.2016 and numbered 296956.
  • The Regulation on the Amendment of Duty Free Shops Regulation entered into force through publication in the Official Gazette dated 27.04.2016 and numbered 296956.
  • The Regulation on the Amendment of the Regulation on the Principles of Exchange Market Operations of Borsa Istanbul A.Ş. entered into force through publication in the Official Gazette dated 29.04.2016 and numbered 296958.
  • The Communiqué on the Amendment of the General Communiqué of Income Tax (Generalized Choices System) (Serial Number: 1) entered into force through publication in the Official Gazette dated 30.04.2016 and numbered 296959.
  • The Communiqué (Communiqué No: Msg-Ms-2016/4) on the Repeal of the Communiqué on Compulsory Standard (Communiqué No: Ösg-2007/33) entered into force through publication in the Official Gazette dated 03.05.2016 and numbered 29701.
  • The Communiqué Pertaining to Determination of the Security Risks of Consumer Products was published in the Official Gazette dated 03.05.2016 and numbered 29701. This Communiqué enters into force three months after its publication.
  • The Communiqué on Compliance Auditing on Certain Consumer Goods was published in the Official Gazette dated 03.05.2016 and numbered 29701.
  • The Regulation on the Amendment of the Regulation on Highway Transportation entered into force through publication in the Official Gazette dated 04.05.2016 and numbered 29702.
  • The Communiqué on the Prevention of Unfair Competition in Importation (Communiqué No: 2009/6) entered into force through publication in the Official Gazette dated 13.05.2016 and numbered 29711.
  • The Communiqué on the Amendment to the Communiqué Pertaining to the Implementation of Supervision of Imports (Communiqué No: 2005/9) entered into force through publication in the Official Gazette dated 14.05.2016 and numbered 29712.
  • The Communiqué on the Amendment to the Communiqué Pertaining to the Implementation of Supervision of Imports (Communiqué No: 2007/9) entered into force through publication in the Official Gazette dated 15.05.2016 and numbered 29713.

Competition Board Decisions

  • The Competition Board (“Board”) decided that since the Purchase Agreement between Arçelik A.Ş. and TP Vision Elektronik Ticaret A.Ş. is not within the scope of Article 4 of Law numbered 4054, negative clearance shall not be granted – due to the fact that the said agreement fulfills the conditions under Article 5 of Law numbered 4054, individual exemption shall be granted for a period of 5 years (16-15/243-105; 3.5.2016).
  • The Board granted individual exemption to the Framework Agreement dated 09.12.2015 and additional agreements signed between Aksigorta A.Ş. and Acıbadem Sağlık and Hayat Sigorta A.Ş. (16-16/269-120, 11.5.2016).

Mergers and Acquisitions

  • The Board authorized the acquisition of the controls of Reichhold Cayman, LP and Reichold Cayman GP, Ltd. by Black Diamond Capital Management L.L.C. (16-15/237-99, 3.5.2016).
  • The Board authorized the acquisition of the shares of Halcyon Agri Corporation Limited, corresponding to a certain number of its issued capital, by Sinochem International Pte. Ltd. (16-15/238-100, 3.5.2016).
  • The Board authorized the acquisition of the sole control of INOVYN Limited that is currently under the joint control of INEOS AG and Solvay S.A., via acquiring the shares of INOVYN Limited by INEOS AG (16-15/239-101, 3.5.2016).
  • The Board authorized the establishment of a joint venture via the acquisition of a certain number of shares of Panaroma Bilişim Teknolojileri San. ve Tic. A.Ş. by Verifone Luxembourg S.A.R.L. (16-15/242-104, 3.5.2016).
  • The Board authorized the acquisition of the hair conditioner line of business, operating under the brand of Blendax, as owned by The Procter and Gamble Company, by Henkel AG & Co. KGaA (16-15/244-106, 3.5.2016).
  • The Board authorized the direct and indirect acquisition of a certain number of shares of Finansbank A.Ş. and its affiliates Finans Finansal Kiralama A.Ş., Finans Yatırım Menkul Değerler A.Ş., Finans Portföy Yönetimi A.Ş., Finans Faktoring A.Ş., Cigna Finans Emeklilik ve Hayat A.Ş., Efinans Elektronik Ticaret ve Bilişim Hizmetleri A.Ş., Bantaş Nakit ve Kıymetli Mal Taşıma ve Güvenlik Hizmetleri A.Ş., Ibtech Uluslararası Bilişim ve İletişim Teknolojileri Araştırma Geliştirme Danışmanlık Destek Sanayi ve Ticaret A.Ş. and PSA Finansman A.Ş. by Qatar National Bank S.A.Q. (16-15/245-107, 3.5.2016).
  • The Board decided that the acquisition of Star Medya Yayıncılık A.Ş., Star Medya Ajans A.Ş., Star Matbaacılık A.Ş. and Dinamik Radyo A.Ş., which are affiliates of the Sancak Group by Es Yayıncılık ve Medya Yatırım Hizmetleri A.Ş., and which are included within the same group, are not subject to authorization (16-15/250-BD, 3.5.2016).
  • The Board decided that the acquisition of 100% shares of Ergo Emeklilik ve Hayat A.Ş. by Fiba Emeklilik ve Hayat A.Ş. is not subject to authorization (16-15/251-BD, 3.5.2016).
  • The Board authorized the establishment of a joint venture via the acquisition of a certain number of shares of Türkerler Jeotermal Enerji Arama ve Üretim A.Ş., which is fully owned by Türkerler İnşaat Turizm Madencilik Enerji Üretim Ticaret ve Sanayi A.Ş. and Kazım TÜRKER, by Akınal Sentetik Tekstil Sanayi ve Ticaret A.Ş. (16-16/259-111, 11.5.2016).
  • The Board authorized the acquisition of the control of Peyman Kuruyemiş Gıda Aktariye Kimyevi Maddeler Tarım Ürünleri Sanayi ve Ticaret A.Ş. by Bridgepoint Grup Limited (16-16/267-117, 11.5.2016).
  • The Board authorized the acquisition of 100% of the shares and control of Grup Maritim TCB, S.L. by APM Terminals B.V. (16-16/267-118, 11.5.2016).
  • The Board authorized the acquisition of the control of Zelezara Smederevo d.o.o. by He Steel Group, Co., Ltd. (16-16/270-121, 11.5.2016).
  • The Board authorized the acquisition of 100% of the shares of Diaverum Diyaliz Hizmetleri A.Ş. to D.Med Medical Services GmbH, within the body of SAK Group Holding (16-16/275-BD, 11.5.2016).
  • The Board authorized the acquisition of the majority shareholding and control of Tyco International Plc by Johnson Controls, Inc. (16-17/283-126, 18.5.2016).
  • The Board authorized the establishment of a joint control over Artsana Group S.p.A. by Baby Care International Development and Catelli S.r.l. (16-17/287-130, 18.5.2016).
  • The Board authorized the establishment of a joint venture by Nestle SA and PAI Partners SAS (16-17/288-131, 18.5.2016).
  • The Board authorized the acquisition of the consumer health line of business of Boehringer Ingelheim GmbH by the Sanofi Group (16-17/289-132, 18.5.2016).
  • The Board decided that acquisition of a certain number of shares of Blane Teknoloji Sistemleri Sanayi ve Ticaret A.Ş., owned by Jacob Ortell KINGSTON, by Jamie Tongolei MALUNGAHU (16-17/294-BD, 18.5.2016) is not subject to authorization.
  • The Board decided that the acquisition of a certain number of shares of the integrated cement factory in Samsun Province Kavak County, which is currently under construction, by Sançim Bilecik Çimento Madencilik Beton San. Tic. A.Ş. (16-17/295-BD, 18.5.2016) is not subject to authorization.

Energy

  • The Regulation Amending the Regulation on Certification and Supporting of Renewable Energy Sources was published in the Official Gazette dated 29.04.2016 and numbered 29698. This Regulation enters into force on 01.05.2016.
  • The Regulation Amending the Regulation Pertaining to the Electricity Market Balancing and Reconciliation was published in the Official Gazette dated 29.04.2016 and numbered 29698. This Regulation entered into force on 01.05.2016.
  • The Regulation Amending the Regulation on Technical Regulations to be applied in the Liquid Petroleum Gas Market entered into force through publication in the Official Gazette dated 29.04.2016 and numbered 29698.
  • The Regulation on the Amendment of the Regulation on the Procedures and Principles Regarding the Signing of Water Usage Rights Agreements for Electricity Market Production Activities entered into force through publication in the Official Gazette dated 30.04.2016 and numbered 29699.
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