1. A. Share Deal
    1. I. Obligations of the purchaser
    2. 1. Check whether:
    3. 2. Prepare the following in draft form:
    4. 3. Inform / Notify
    5. 4. Consult
    6. 5. Implement
    7. II. Obligations of the target
    8. 1. Check whether:
    9. 2. Prepare the following in draft form:
    10. 3. Inform / Notify
    11. 4. Consult
    12. 5. Implement
  2. B. Asset Deal
    1. I. Obligations of the seller
    2. 1. Check whether:
    3. 2. Prepare the following in draft form:
    4. 3. Inform / Notify
    5. 4. Consult
    6. 5. Implement
    7. II. Obligations of the purchaser
    8. 1. Check whether:
    9. 2. Prepare the following in draft form:
    10. 3. Inform / Notify
    11. 4. Consult
    12. 5. Implement
  3. C. Merger (except cross-border merger)
    1. 1. Check whether:
    2. 2. Prepare the following in draft form:
    3. 3. Inform / Notify
    4. 4. Consult
    5. 5. Implement

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Turkiye
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A. Share Deal

I. Obligations of the purchaser

1. Check whether:
  • Generally, as there is no change in the identity of the employer in a share deal and all current contractual liabilities remain in place, in principle there should be no specific obligations in this regard.
  • However, it would be advisable to check whether any special arrangements or employment terms exist between the companies involved and their employees relating to a ‘change of ownership’. Provisions may be contained in individual employment agreements (e.g. golden parachutes) or collective bargaining agreements or in the companies’ internal regulations/rules.
2. Prepare the following in draft form:
  • Not applicable, unless any special agreements, arrangements or employment terms exist.
3. Inform / Notify
  • Although there is no general legal obligation to inform employees of a share deal, for the purpose of good corporate practice the employees may be informed of the share deal.
  • Nevertheless, it would be advisable to check whether any special agreements, arrangements or employment terms exist which provide for an information obligation on the employer’s part.
4. Consult
  • Although there is no general legal obligation to consult employees on a share deal, for the purpose of good corporate practice the employees may be consulted on the share deal.
  • There may be special agreements, arrangements or employment terms in place which provide for a consultation obligation on the employer’s part.
5. Implement
  • There are no additional employment law requirements regarding share deals. However, if the purchaser would like to change/amend the existing employment terms or internal regulations/policies, the general principles of employment law apply.
  • Comply accordingly with the special agreements, arrangements or employment terms, if any.

II. Obligations of the target

1. Check whether:
  • In general, as there is no change in the identity of the employer in a share deal and all current contractual liabilities remain in place, there should be no specific obligations on the target.
  • However, it would be advisable to check whether any special arrangements or employment terms exist between the companies involved and their employees relating to a “change of ownership”. Provisions may be contained in individual employment agreements (e.g. golden parachutes), collective bargaining agreements or in the companies’ internal regulations/rules.
2. Prepare the following in draft form:
  • Not applicable, unless any special agreements, arrangements or employment terms exist.
3. Inform / Notify
  • Although there is no general legal obligation to inform employees of a share deal, for the purpose of good corporate practice the employees may be informed of the share deal.
  • There may be special agreements, arrangements or employment terms which provide for an information obligation on the employer’s part.
  • Certain information obligations exist under Turkish law for collective redundancies which would have to be followed if such procedure is to be carried out by the target as a result of such share deal.
4. Consult
  • Although there is no general legal obligation to consult employees on a share deal, for the purpose of good corporate practice the employees may be consulted on the share deal.
  • There may be special agreements, arrangements or employment terms which provide for a consultation obligation on the employer’s part.
5. Implement
  • There are no additional employment law requirements regarding share deals. However, if the purchaser would like to change/amend the existing employment terms or internal regulations/policies, the general principles of employment law apply.
  • Comply accordingly with the special agreements, arrangements or employment terms, if any.

B. Asset Deal

I. Obligations of the seller

1. Check whether:
  • Article 6 (Transfer of Establishment) of the Turkish Labour Act applies to the transaction. The provisions of said Article should apply to asset deals where a workplace is partially or entirely transferred to a third party (excluding merger transactions, further explained in the relevant section). In this case, the employment agreement would automatically be transferred to the purchaser and the employees in question would benefit from extra protection with respect to their employment terms and entitlements.
  • any special agreements, arrangements or employment terms exist between the companies involved and their employees relating to the transaction. Provisions may be contained in individual employment agreements (e.g. golden parachutes), collective bargaining agreements, or in the companies’ internal regulations/ rules.
2. Prepare the following in draft form:
  • Not applicable if Article 6 of the Turkish Labour Act applies to the transaction.
  • If Article 6 of the Turkish Labour Act does not apply to the transaction and certain employees need to be separately transferred to the Purchaser as part of the transaction (excluding merger transactions, further explained in the relevant section), the following must be prepared in draft form:
  1.  a tripartite transfer agreement to be signed by the former and new employers and each employee to be transferred
    OR
  2. a termination letter/a mutual settlement agreement to be notified to or executed with each employee to be transferred.
3. Inform / Notify
  • Although there is no general legal obligation to inform employees on an asset deal which triggers Article 6 of the Turkish Labour Act, for the purpose of good corporate practice the employees may be informed of the asset deal.
  • There may be special agreements, arrangements or employment terms which provide for an information obligation.
  • If the transition does not trigger Article 6 of the Turkish Labour Act, the employees to be transferred must be informed before the completion of the transaction in order to for them to approve/acknowledge the transfer.
4. Consult
  • Although there is no general legal obligation to consult employees on an asset deal which triggers Article 6 of the Turkish Labour Act, for the purpose of good corporate practice the employees may be consulted on the asset deal.
  • Nevertheless, it would be advisable to check if there are any special agreements. arrangements or employment terms which provide for a consultation obligation.
  • If the transaction does not trigger Article 6 of the Turkish Labour Act, the employees to be transferred should be consulted before the completion of the transaction in order for them to approve/acknowledge the transfer.
5. Implement
  • Any special agreements, arrangements or employment terms must be complied with accordingly.

II. Obligations of the purchaser

1. Check whether:
  • Article 6 of the Turkish Labour Act applies to the transaction. The provisions of said Article should apply to asset deals where a workplace is partially or entirely transferred to a third party (excluding merger transactions, further explained in the relevant section). In this case, the employment agreement would automatically be transferred to the purchaser and the employees in question would benefit from extra protection with respect to their employment terms and entitlements.
  • any special agreements, arrangements or employment terms exist between the companies involved and their employees relating to the transaction. Provisions may be contained in individual employment agreements (e.g. golden parachutes), collective bargaining agreements, or in the companies’ internal regulations/ rules.
2. Prepare the following in draft form:
  • Not applicable if Article 6 of the Turkish Labour Act applies to the transaction.
  • If Article 6 of the Turkish Labour Act does not apply to the transaction and certain employees need to be transferred to the Purchaser as a part of the transaction (excluding merger transactions, further explained in the relevant section), the following must be prepared in draft form:
  1. a tripartite transfer agreement to be signed by the former and new employers and each employee to be transferred
    OR
  2. a new employment agreement to be signed by each employee to be transferred
3. Inform / Notify
  • Although there is no general legal obligation to inform employees of an asset deal which triggers Article 6 of the Turkish Labour Act, for the purpose of corporate practice the employees may be informed of the asset deal.
  • There may be special agreements, arrangements or employment terms in place which provide for an information obligation on the employer’s part.
  • If the transition does not trigger Article 6 of the Turkish Labour Act, the employees to be transferred must be informed before the completion of the transaction in order for them to approve/acknowledge the transfer.
4. Consult
  • Although there is no general legal obligation to consult employees on an asset deal which triggers Article 6 of the Turkish Labour Act, for the purpose of good corporate practice the employees may be consulted on the asset deal.
  • There may be special agreements, arrangements or employment terms which provide for a consultation obligation.
  • If the transition does not trigger Article 6 of the Turkish Labour Act, the employees to be transferred should be consulted before the completion of the transaction in order for them to approve/acknowledge the transfer.
5. Implement
  • As per Article 6 of the Turkish Labour Act, where an establishment (or part thereof) is transferred to a third party, the employment relationships automatically transfer to the acquiring party under the same terms and conditions, including all rights and obligations as of the date of transfer as explained above. In this respect, if the purchaser would like to change/amend the existing employment terms or internal regulations/policies, the general principles of employment law apply.
  • Any special agreements, arrangements or employment terms must be complied with accordingly.
  • The transfer of employees must be registered with the relevant social security directorate and the employees should be recorded on the purchaser’s payroll.

C. Merger (except cross-border merger)

1. Check whether:
  • any special agreements, arrangements or employment terms exist between the companies involved and their employees relating to the transaction. Provisions may be contained in individual employment agreements (e.g. golden parachutes), collective bargaining agreements or in the companies’ internal regulations/rules.
2. Prepare the following in draft form:
  • a merger report that outlines, among others, the possible effects of such merger transaction.
  • Employees have a right to terminate their employment if, as a result of the merger, they would be employed by a different employer. Such right of termination will be exercised after the employees become aware of the merger transaction. However, the Turkish Commercial Code does not provide a specific obligation to the relevant parties to prepare forms, notices, etc. to notify the employees of such merger.
  • Nevertheless, the relevant party may prepare, in draft form, a notice to inform employees of the merger transaction.
3. Inform / Notify
  • There is no specific obligation to inform the employees. However, it is possible, as a matter of corporate practice, to notify the employees of the transaction.
4. Consult
  • Although there is no general legal obligation to consult employees on a merger, for the purpose of good corporate practice, the employees may be consulted on the merger in order to gain their approval/acknowledgement.
5. Implement
  • Under Turkish law, the employees have the right to terminate the employment agreement following a merger transaction, to the extent they would be employed by a different employer as a result of the merger.
    As such:
  • If an employee wishes to terminate their employment following the merger, they will be free to do so and, in this case, will need to be removed from the payroll of the initial employer and receive any amounts payable thereto as a result of termination.
  • If the employer wishes to continue employment, the employee will need to be registered on the new employer’s payroll.