Corporate Law

Corporate law plays a critical role at every stage of commercial life, from the formation of companies to their liquidation, from mergers and acquisitions (M&A) to corporate governance compliance. Emir Law & Consulting provides practical, commercially-focused corporate law advisory to a broad client portfolio ranging from SMEs to international groups, from start-ups to family businesses.

Company Formation and Structuring

The correct choice of company type and structure has long-term implications for both operational efficiency and tax planning. We evaluate with our clients the legal, tax and administrative differences between a limited liability company (Ltd. Şti.) and a joint-stock company (A.Ş.), tailoring the articles of association, founding agreements and internal directives to their specific requirements. We also advise on opening branches or liaison offices in Türkiye for foreign companies, domestic holding structures and multi-layered group structures.

M&A: Share Deal or Asset Deal?

In mergers and acquisitions, the choice of structure — share deal or asset deal — carries different tax, liability and operational consequences for buyers and sellers. In a share deal the buyer assumes the target company's past liabilities, whereas an asset deal allows selective asset acquisition. We comparatively assess both models with our clients prior to negotiations and analyse the impact of the transaction structure on deal value, tax burden and risk allocation.

Legal Due Diligence

Legal due diligence conducted prior to an acquisition or merger reveals hidden risks in the target company. Our firm prepares comprehensive due diligence reports covering corporate formation documents and trade registry records, existing contracts (lease, supply, licence, employment), intellectual property rights and transfer restrictions, tax compliance and potential tax liabilities, pending or potential litigation and administrative proceedings, and regulatory compliance status. Findings are prioritised for use in transaction price negotiations and indemnity provisions within the SPA.

Shareholder Agreements and Corporate Governance

The shareholders' agreement (SHA) shapes the relationship between partners and the management of the company. We draft and negotiate agreements that clearly regulate critical matters such as share transfer restrictions (pre-emption, tag-along, drag-along rights), profit distribution principles, key-person undertakings, non-compete obligations, exit mechanisms and deadlock resolution procedures. Within the scope of corporate governance, we also provide support on board structure, independent director requirements and internal audit compliance.

Intra-Company Disputes

Intra-company disputes — partner disagreements, challenges to board resolutions, protection of minority rights and allegations of misuse of company resources — can have serious operational and financial consequences. We represent our clients in both negotiation and mediation as well as court and arbitration proceedings.

Our Services

• Limited and joint-stock company formation, articles of association and internal directive preparation
• Branch, liaison office and holding company structuring
• M&A process management: structure selection, SPA/SHA negotiation and closing
• Legal due diligence and risk report preparation
• Share transfers and share ledger transactions
• Founders' and shareholders' agreements (pre-emption, drag-along, deadlock clauses)
• Board structuring and corporate governance compliance
• General assembly processes and actions for annulment of resolutions
• Intra-company disputes and minority rights protection
• Corporate restructuring (demerger, merger, change of company type)
• Company liquidation and deregistration from the trade registry

Why Emir Law?

Proper structuring of your company and meticulous execution of M&A transactions are critical for both commercial success and legal certainty. Our team has command of the Turkish Commercial Code No. 6102 and related legislation and, with its international transaction experience, manages your corporate law processes from start to finish.