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Enforcing US Commercial Court Judgments in Turkey: A Guide to Recognition and Enforcement under Turkish Private International Law

US commercial court judgments are not automatically enforceable in Turkey. Creditors must first obtain an enforcement decision before proceeding against assets in Turkey. This guide explains the recognition and enforcement framework under Turkish private international law, including reciprocity, finality, service of process, public policy, mandatory mediation, interim attachment, and security for costs.

Article

Term Sheets in Turkish Venture Capital Transactions: Legal Enforceability and Two Common Pitfalls

Under Turkish law, term sheets are often described as non-binding, but their real significance depends on how clearly binding and non-binding provisions are separated. In practice, they work best when supported by clear drafting on costs, confidentiality, exclusivity, and contractual penalties.

Article

Drag-Along and Tag-Along Rights in Turkish Shareholders’ Agreements: What Works in Practice?

Drag-along and tag-along rights under Turkish law are often easier to draft than to enforce. Their effectiveness depends on the shareholders’ agreement structure, form requirements, transfer mechanics, contractual penalties, and dispute resolution design.

Article

Flip-Up Structuring in Startups: A Legal and Tax Framework

In the startup ecosystem, a flip-up refers to the restructuring of a local startup’s shareholding and group structure under a foreign holding company. This structure requires a multilayered assessment in terms of investor expectations, choice of jurisdiction, implementation mechanisms such as share swaps, Türkiye-specific regulatory and tax considerations, and the practical risks commonly encountered in execution.

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Vesting Agreements Under Turkish Law

Vesting agreements under Turkish law structure equity or equity-linked benefits to vest over time or upon milestones.

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SAFE Agreements (Simple Agreement for Future Equity) in Turkish Law

A SAFE streamlines early-stage start up financings by postponing valuation and tying conversion into equity to specific trigger events. Under Turkish law, the key issues typically revolve around contractual characterization, the corporate steps required for conversion (share issuance or capital increase), and enforceability in practice. The article offers a high-level overview of these core considerations through a TCO and TCC framework.

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The Third-Party Garnishment Notice and the Negative Declaratory Action under Turkish Enforcement and Bankruptcy Law

Article 89/3 of the Turkish Enforcement and Bankruptcy Law sets out a three-stage garnishment notice mechanism that may deem a third party to “hold” the debtor’s debt if no timely objection is made. Key issues include defective service and its effect on time limits, the 15-day peremptory period for filing a negative declaratory action, suspension of enforcement upon proof of filing, subject-matter jurisdiction clarified by the 2023 Court of Cassation (11th Civil Chamber), the 2025 Constitutional Court’s burden-of-proof approach, and the ongoing debate on mandatory mediation.

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Contractual Protection of Trade Secrets and Confidential Information: Non-Disclosure Agreements (NDAs) in Light of Turkish Law of Obligations and Court of Cassation Jurisprudence

Although not expressly regulated as a typical contract under the Turkish Code of Obligations, NDAs have become a technically critical risk-management tool in practice, where defining the scope of confidential information and trade secrets, setting clear limits on use in processes such as due diligence, and calibrating penalty clauses and damages for breach are decisive.

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Protecting Monetary Claims in an Inflationary Economy: The Evolving Jurisprudence on Additional Damages (Munzam Zarar) in Türkiye

The ongoing high inflation in Türkiye has made the protection of the real value of monetary claims more crucial than ever. Lengthy judicial proceedings and delayed payments have revived the question of how to compensate the creditor’s loss in value.