Arslan Law Firm

Before starting the procedure of merger and acquisition you should elaborate on the legal and financial situation of the company to take the long view of possible problems. This process is termed ‘due diligence’. In this process the existence of risks arising from legal liability is investigate and determined. The firms cases on trial, execution proceedins, articles of association details, how the company will be affected the mergers and acquisitions; because some articles of associations have some provisions stating that the contract will be terminated in case of transfer shares. Besides; contracts made with the workers employed in the offeree company, the agreements with other companies about the commercial activities, leases, loan contract with the banks examined in detail. A legal risk table is prepared for the recipient and offeree companies liabilities determinated in this way undeclared liabilities are prevented from being imposed on the purchasing position in the merger or acquisition. It is a investigation activity to be carried out in various branches of law according to the companies field of activity. Such that if the company to be taken over is an intermediary institution, an examination will be made in terms of CMB (Capital Markets Board of Turkey) legislation. In order to take over, it will be necessary to obtain a preliminary permission from the CMB. All of these are determinated and due diligence report is prepared. In accordance with this report the status of the offeree company reflected in the share transfer agreement.