Mergers & Acquisitions: what the review can cover
Hukuk&Co can arrange a consultation with the lawyer responsible for assessing your matter. The initial review can clarify the issues below, the documents needed and whether further advice, drafting, negotiation or representation is appropriate.
- Transaction structure and legal due diligence
- Acquisition and shareholder documentation
- Conditions completion and post-deal obligations
An initial consultation is not an unlimited engagement. Any document review, written advice, filing, negotiation or proceedings must be included expressly in the agreed scope.
Legal review of a Turkish acquisition or merger
For a proposed acquisition in Türkiye, identify the parties, target business, transaction structure and stage of negotiations. The legal engagement should specify the due-diligence questions, agreement review, completion conditions and responsibilities of other advisers. Regulatory, financial and tax assessments may require separate qualified input.
Mergers & Acquisitions in practice
Define the deal and the due-diligence scope
Explain whether the proposal concerns shares, assets or another structure, and provide the term sheet and ownership records. Identify material contracts, licences, employment arrangements and disputes within the agreed investigation. The lawyer should state exclusions and information gaps so the report can support an informed decision without implying a risk-free acquisition.
Connect findings to transaction protection
Due-diligence findings may inform conditions, disclosure requests, warranties, payment mechanisms and post-completion obligations. Discuss which issues require financial, tax or technical advice and who coordinates them. Signing and completion should be planned around the agreed documents, authority and outstanding conditions rather than treated as the same event.
Legal, accounting and operational responsibilities
Business advice should reflect the actual activities and decision-makers. Identify the legal entity, ownership, proposed transaction and relevant regulated activities. Where accounting, financial or technical professionals are needed, agree responsibilities and information-sharing arrangements before treating the project as a single service.
| Part of the matter | What to assess | Scope to confirm |
|---|---|---|
| Legal work | Assess structure, agreements, authority and legal risks within scope. | Identify the responsible lawyer and approved deliverables. |
| Accounting and financial work | Accounts, tax calculations, valuation and audit need appropriate providers. | A legal review is not a financial or audit assurance. |
| Implementation | Agree who handles filings, signatures and operational changes. | Registration or a document pack does not confirm every ongoing obligation is satisfied. |
Points to clarify before you proceed
Legal due diligence does not replace accounting, financial, technical or valuation work. The investigation scope, exclusions and specialist team should be agreed before substantive review.
Explain the result you are seeking and which steps have already been taken. A signed agreement, an existing file or an approaching deadline can change the questions that need attention. The appointed lawyer should identify material gaps in the information rather than assume facts that have not been established.
Documents for an initial assessment
Prepare the following where available. This is an initial-review guide, not a complete filing checklist or a requirement to send sensitive documents through an unsecured channel.
| Record to prepare | Why it helps the review |
|---|---|
| Term sheet or proposed deal outline | Establishes the starting facts and helps connect the records to the correct person, asset or matter. |
| Corporate and ownership records | Shows the current arrangement or procedural position; include complete versions and attachments. |
| Material contracts and dispute information | Helps explain what has happened and which points are supported by available evidence. |
| Available legal due-diligence materials | Identifies existing steps, unresolved questions and any timing issue that needs assessment. |
Keep complete versions and any relevant attachments. If records are unavailable, in another language or held by a third party, explain that at the outset. Any retrieval, translation or certification work should be scoped separately.
From your first enquiry to an agreed scope
- Describe the matter.
Identify the parties, countries and current stage. State any notice, hearing or transaction deadline. For this assessment, begin by identifying term sheet or proposed deal outline; corporate and ownership records.
- Confirm the consultation and document review.
Availability, potential conflicts, the responsible provider, meeting format and fee are confirmed. Agree the questions and document set to be considered.
- Assess options and define further work.
The appointed lawyer can explain the next steps supported by the available information. Any legal work beyond the consultation is agreed separately, including its limitations, deliverables and external costs.
Starting from abroad: documents, language and authority
An initial consultation can be arranged online while you are outside Türkiye. Give the appointed lawyer your current location, the countries involved and any existing representation. The initial meeting helps identify what can be considered using copies and which later steps require originals, certified documents or authority to act.
Do not assume that remote consultation makes every subsequent procedure remote. The lawyer should confirm any power-of-attorney requirements and whether your personal participation is needed. Translation, certification and foreign-law advice depend on the intended use and should be coordinated under clear arrangements.
Fees, deliverables and timing
A defined scope
Agree the questions, document set, meetings and deliverables before work starts. Identify any exclusions and the approval needed for additional work.
Separate cost items
Professional fees, official charges, translation and external-provider costs should be distinguished. Ask what is included and when payment is due.
A realistic next step
Timing depends on the records, third parties and relevant procedure. No completion date or outcome is promised by an initial enquiry.
For mergers & acquisitions, the first discussion should identify the immediate task and what information is missing. If the matter changes, ask for confirmation of the revised scope and any fee implications before further work is undertaken.
Questions about mergers & acquisitions
Can a due-diligence review guarantee that a business has no liabilities?
No. Findings depend on the agreed scope, available records and verification performed. The lawyer should explain limitations and issues requiring further investigation or contractual protection.
What should I prepare for the first assessment?
Start with term sheet or proposed deal outline, corporate and ownership records. Add a short timeline and identify the decision, transaction or question you want assessed. Ask how to share sensitive records before sending them.
Can I begin while I am outside Türkiye?
An initial consultation can be online. Further steps depend on the matter, required documents and authority to act. Personal attendance, certified documents or qualified local counsel may be needed; these are assessed separately.
What work is included in the consultation?
An initial consultation is not an unlimited engagement. Any document review, written advice, filing, negotiation or proceedings must be included expressly in the agreed scope.
How are fees and external costs agreed?
The consultation and any further work are priced after the proposed scope is defined. Ask which document review, meetings and deliverables are included. Official charges and external-provider costs are distinguished from professional fees.
Does an enquiry mean the matter has been accepted?
No. Availability, potential conflicts and the service scope must be checked before an engagement is confirmed. Sending documents or a message does not protect a procedural deadline or create ongoing representation.
Which issues should I explain before the assessment?
Explain whether the proposal concerns shares, assets or another structure, and provide the term sheet and ownership records. Identify material contracts, licences, employment arrangements and disputes within the agreed investigation. The lawyer should state exclusions and information gaps so the report can support an informed decision without implying a risk-free acquisition.
What should the first review focus on?
Due-diligence findings may inform conditions, disclosure requests, warranties, payment mechanisms and post-completion obligations. Discuss which issues require financial, tax or technical advice and who coordinates them. Signing and completion should be planned around the agreed documents, authority and outstanding conditions rather than treated as the same event.
Can I get a written assessment as well as a meeting?
A written assessment can be considered under an expressly agreed scope. Confirm the questions, document set, intended audience and deliverable. A consultation does not automatically include drafting or an ongoing written advisory service.
What if another country or professional is involved?
Identify that at the outset. Foreign-law advice, technical assessment, accounting, translation and official acts may need separate qualified providers. The responsible provider, scope and external costs should be confirmed rather than assumed to form part of the initial engagement.
Official references and review status
These sources provide a starting point. The applicable rules and procedure depend on the facts and current law.