For law firms, Big Four and M&A advisers

Your Turkish counsel on cross-border deals

Topcu Legal is an Istanbul law firm founded in 2018. We work as the Turkish-law team of foreign law firms, Big Four advisory and tax teams, M&A advisers and investment funds on transactions and disputes involving Turkish companies.

You keep the client relationship; we cover Turkish law, the local corporate and registry steps, and the accounting and valuation work handled by our in-house accounting team.

Refer a matter See the request lists

What we cover

M&A and joint ventures

Turkish-law due diligence, including a 10-working-day red-flag report
Review and drafting of SPAs, SHAs and joint-venture agreements under Turkish law, or the Turkish-law review of documents governed by foreign law
Share transfers, capital increases, general assembly and board resolutions, trade registry and MERSİS filings
Coordination of merger control and other regulatory filings
Closing and post-closing corporate formalities

Shareholder exits, deadlock and dissolution

Exit and exclusion of shareholders, buy-outs and share transfer restrictions
Deadlock analysis and negotiated separation between partners
Dissolution actions for just cause and court-supervised exits
Voluntary dissolution and liquidation of Turkish companies
Valuation of the exiting shareholder's stake, prepared together with our accounting team

Company valuation

Valuation reports prepared by our in-house accounting team for acquisitions, shareholder exits, buy-outs and negotiations
Collection and review of the financial and legal data the valuation relies on
Valuation information request lists adapted to the target
Where a valuation must be issued by a licensed valuer or a court-appointed expert, we coordinate that process

Tax and accounting

In-house accounting team in our Istanbul office
Tax review of the target and of the transaction structure
Ongoing bookkeeping and reporting for foreign-owned Turkish companies after closing

Disputes

Shareholder and post-closing disputes before Turkish commercial courts
Arbitration, including ISTAC (Istanbul Arbitration Centre)
Recognition and enforcement of foreign judgments and arbitral awards in Türkiye

How we work with you

Your client stays your client

We act on your instructions and report to you. We do not approach your client for other work without your consent.

Clear scope and fixed fees

Each mandate starts with a written scope, deliverables and timetable. Defined work is quoted as a fixed fee; anything outside the scope is agreed in advance.

Reporting in your language

Reports, memos and mark-ups in English or Spanish, in a format that can go straight into your own report.

One team for law, accounting and valuation

The legal review, the accounting data and the valuation report come from the same office, so figures and findings match.

Request lists

Working lists we send at the start of a mandate. They are adapted to each target; please treat them as a starting point.

Valuation: information request list

Company and shares

Articles of association and all amendments, trade registry gazette entries
Current share register and shareholder structure, including any privileged shares
Shareholders' agreements, options, pledges and other encumbrances over the shares
Group structure: subsidiaries, affiliates and shareholding percentages

Financial information

Financial statements for the last three to five years and the current year to date
Corporate tax and VAT returns for the same period
Trial balances and the detailed general ledger for the last financial year
Business plan, budget and cash-flow projections, with the assumptions used
Breakdown of revenue by customer, product and country

Assets and liabilities

Fixed asset register; title deeds and lease agreements for real estate
Bank loans, guarantees, letters of credit and off-balance-sheet commitments
Receivables and payables ageing; related-party balances
Inventory valuation method and the latest count

Contracts, staff and risks

Top customer and supplier contracts, including change-of-control and exclusivity clauses
Headcount, payroll summary and key employment contracts
Pending and threatened litigation, enforcement files and tax audits
Licences, permits and registered intellectual property

Purpose of the valuation

Transaction or event the valuation is for (acquisition, exit, buy-out, negotiation, dispute)
Valuation date and the stake to be valued
Any method or standard required by the parties or by the counterparty

Red-flag due diligence: initial request list

Corporate

Articles of association, trade registry records and signature circulars
General assembly and board resolutions for the last three years
Share register and records of share transfers

Contracts

Material commercial contracts, distribution and agency agreements
Financing agreements and security documents
Agreements with shareholders and related parties

Employment

Headcount and payroll summary
Management and key employee contracts
Employment claims and labour inspections

Real estate, permits and IP

Title deeds, leases and zoning documents
Operating licences and regulatory permits
Registered trademarks, patents and domain names

Disputes and compliance

Pending lawsuits, enforcement and bankruptcy files
Tax audits and assessments
Personal data compliance documents (KVKK)

Shareholder exit or dissolution: documents we need

Documents

Articles of association and any shareholders' agreement
Share register and the latest general assembly minutes
Last three years' financial statements
Correspondence and notices exchanged between the shareholders

Questions

What does the exiting shareholder want: a sale of shares, a buy-out by the others or the dissolution of the company?
Is there a deadlock in the general assembly or the board, and since when?
Do the articles or the shareholders' agreement contain pre-emption, drag-along, tag-along or exit clauses?
Are there pending claims, guarantees or shareholder loans between the parties?
Is a valuation of the stake already available, or does it need to be prepared?

Refer a matter

Send us the outline. The form opens an e-mail to Cihan Topcu in your mail program; nothing is stored on this website. Please do not include confidential details before we have completed a conflict check.