Mergers and Acquisitions Law

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Companies to increase their efficiency and profitability, to reduce competition, to ensure the regularity of the supply of raw materials,may incorporate another company for reasons of reducing costs, etc., or merge into a new companythey can create. Coming together through the transfer or merger of companies to form a new companytheir integration can be defined as "company marriage", that is, "company mergers".Leaving the management and control of a company to the control of another company, in whole or in part,is the main subject of mergers and acquisitions. In Mergers, at least one of the companiesits legal entity is coming to an end and it is enclosing all its assets together with its assets and liabilities (including its receivables and liabilities).included) passes to the transferee company. This is the property of a business or the shares representing that entity.in the form of a change of ownership, (i) transfer of shares, (ii) sale of assets, (iii) division of the company, (iv)it can happen through multiple methods, such as a merger. The most common andThe applied merger and acquisition model is the model made in the form of share transfer.The Company Merger is regulated between Articles 136-158 of the Turkish Commercial Code and legally the merger is twoIt is possible in the following ways:Merger in the Form of Acquisition; By merger in the form of a takeover, a company joins another company andall asset values pass to the transferee company with its assets and liabilities.Merger in the Form of New Organization; With this merger, two or more companies come together to integrate and become newis that they create a company. In the case of a merger in the form of a takeover, only the legal entity of the transferred company shall be the finalWhile finding, the legal entities of all the companies united in the merger in the form of a new organization will cease and the newa new legal entity will occur for the company.Here it should be underlined that; mergers and acquisitions are different things; Merger, two companiesconsolidation. Consolidation is the merger of two companies under the banner of a new company and a single companyis to continue its existence as . If it is purchasing, it is the acquisition of one company and its management of the other.is an inheritance. Merger is also divided into types in terms of its legal consequences;Horizontal Merger; are mergers between companies in the same sector. Most often, these companies are the sameare companies that compete in the market, have products or are similar or homogeneous. Benefit and purpose of Horizontal Merger;To enable companies to increase their market share by minimizing competition. For example; 2012Facebook's acquisition of Instagram.Vertical Merger; A vertical merger occurs between two companies at different stages of the same supply chain.may come. The owner of an affiliate website should buy the content agency they use to write their blog postsis an example of vertical merger.Homogeneous Unification; In homogeneous or product expansion mergers, two companies have different products but have a similarit happens when it has a customer base. It's like a bank taking over an insurance company.Pebble merger; The Conglomerate merger is the merger of two companies from unrelated sectors. Thisit is a merger that is not as common as other types of mergers, allowing the company to expand its portfolio andallows it to diversify risk between the two sectors.Market Expansion Merger; A market expansion between two companies selling the same product in different marketsit is a merger that comes together to unite. A car manufacturer in Germany, a car in the United StatesJoining and merging with the manufacturer. This merger now has two successful companies in two different markets.means they are.As can be seen, company mergers and acquisitions are very serious legal, financial, tax, public,sectoral and managerial processes, these processes should be built on a correct strategic basis andplanning, accurate risk calculations and determinations, reporting in the form of due diligence, all theseThe confidentiality of the processes is very important for the successful conclusion of the merger. In additionProper management of risk management is also very important for buyer and seller companies. In terms of the buyer;various arrangements that make it possible to share the risk for a limited time following the completion of the transaction,Gradual acquisitions, Contingent payment plans, Performance-based payments, Management to the buyer for a certain period of timePayment of Money, Insurance, Non-Competition, Protection of Confidentiality and Financial and Legal Due Diligencereporting; in terms of the seller company; Guarantees, Insurance, Protection of confidentiality, Payment terms, Backed upThe main issues such as the implementation of the sure are important and specialized in the field of mergers and acquisitionsissues.

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