Mr Kaan Demir

Kaan Demir

Lawyer biography

Kaan Demir specialized mainly in merger and acquisitions, corporate governance and litigation.  He has been actively advising foreign and local investors and assisting them in their transactions.
 
Kaan has numerous experiences in advising clients on cross-border and local transactions, joint ventures, private equity investments, strategic investments on a wide range of sectors including but not limited to with media, e-commerce, retail, manufacturing and energy.  His experience covers all aspects of the transactions starting from the due diligence phase to structuring, contract drafting, and negotiating the terms of the transaction documents, as well as rendering day to day advice on all types of corporate law related matters.
 
He has been involved in some of the significant merger and acquisition projects in Turkey in the above listed sectors.
 
He also acts as a litigator, representing clients in complex commercial disputes and provides assistance to his clients in all fields of dispute resolution. 

Updates

Corporate & Commercial

Restrictions on bearer shares to counter financing of terrorism
Turkey | 22 February 2021

The Turkish Grand National Assembly has promulgated the Act on the Prevention of the Financing of Propagation of Weapons of Mass Destruction, which foresees material amendments to the Commercial Code's provisions regarding bearer share certificates. Although these amendments cause transactional friction and restrict shareowners from engaging in unannounced share transfers, money laundering and the financing of terrorism pose a greater threat than these inconveniences.

What are your duties as a director of a joint stock company?
Turkey | 04 November 2019

Boards of directors are the administrative and representative bodies of joint stock companies. This article examines the general duties of directors in Turkey under the Commercial Code and the liability regime for directors, including social security-related liability, tax liabilities and potential exemptions to liability.

Shareholders' agreements – enforceability issues
Turkey | 12 August 2019

The enforceability of share options is one of the most controversial issues in the context of shareholders' agreements. There are a number of widely used solutions to improve the enforceability of share options in this regard, including inserting share options provisions into articles of association, establishing a holding company outside Turkey and inserting a statement on registered share certificates that shares are subject to transfer restrictions.

Corporate Finance/M&A

Financing M&A deals
International | 23 December 2020

At its core, financing constitutes using a fund which incurs the lowest cost for the borrower and provides the highest rate of return for the financier. Each party has their own considerations in an M&A deal which are reflected in the financing of the deal as much as in the deal itself. This article sets out the most common ways of financing an M&A transaction.

Pricing mechanisms in M&A deals
International | 14 October 2020

The complexity and multitude of factors and external requisites which are not under the control of either party in an M&A transaction mean that significant time can pass between the company's valuation and the deal's completion. How the target operates during this time will affect its value. However, several adjustment and pricing mechanisms are available to amend this situation.

Impact of COVID-19 on mergers and acquisitions
Turkey | 22 April 2020

The COVID-19 pandemic is affecting not only public health, but also global business operations and the economic sector. In light of reports that mergers and acquisitions are being delayed, it is important to determine the impact of COVID-19 on M&A transactions and implement measures to mitigate the risks associated therewith. To that end, this article addresses whether COVID-19 qualifies as force majeure or hardship for contractual purposes and its impact on parties' mutual obligations.

Common pitfalls in M&A deals and how to avoid them
Turkey | 19 February 2020

This article examines some of the key considerations for buyers and sellers when entering into an M&A transaction and how best to navigate deal-related risks. For example, in Turkey, M&A deals are generally not subject to regulatory approval. However, depending on the turnovers of the buyer, seller and target, a proposed transaction may be subject to Competition Board approval. Further, M&A deals in some regulated sectors (eg, energy and telecoms) must be approved by the governmental authorities.

Leverage buyouts – an overview
Turkey | 29 May 2019

A leveraged buyout (LBO) is a term used for a variety of transactions in which buyers (usually private equity firms) use leverage to acquire a company's shares. However, it is impossible to fully mitigate the risk that a target is deemed to provide financial assistance for the purchase of its own shares if the acquirer uses an LBO and the target provides guarantees or securities over its own assets due to a lack of established precedents. This uncertainty means that a diligent analysis is required for each transaction.

Squeeze-out mergers in Turkey – an overview
Turkey | 20 March 2019

Squeeze-outs in Turkey are regulated under the Commercial Code where they concern private companies and the Capital Markets Law where they concern publicly held companies. This article examines the different processes for carrying out squeeze-outs at private and publicly held companies, as well as the squeeze-out rights available to controlling shareholders and the squeeze-out merger process.