Corporate Law & Governance

Topluyıldız Legal Co.’s Corporate Law & Governance practice provides comprehensive advisory across the entire corporate lifecycle — from company formation and structuring through to liquidation and winding-up. We advise on the establishment of limited liability companies (limited şirket) and joint-stock companies (anonim şirket), guiding founders through the selection of the optimal corporate form, the preparation of articles of association, and the completion of trade registry formalities. For existing enterprises, we handle capital increases and decreases, share transfers, shareholder exits, and corporate type conversions with precision and commercial awareness.

Board Governance & General Assembly Management

A core element of our practice — and a significant source of added value for our clients — is our advisory on board of directors’ decisions and general assembly resolutions. In practice, the vast majority of Turkish companies delegate these corporate governance functions to their accountants or financial advisers. While this approach may appear efficient, it frequently results in procedurally defective resolutions, inadequate minute-keeping, and undetected compliance gaps that can expose shareholders and directors to material legal risk. Our team ensures that every board resolution and general assembly decision is legally sound, properly documented, and fully compliant with the Turkish Commercial Code (TCC), providing a layer of legal certainty that protects our clients against future challenges — whether from minority shareholders, regulatory authorities, or counterparties conducting due diligence.

Shareholder Agreements & Corporate Restructuring

We draft and negotiate shareholder agreements that address the full range of governance, economic, and exit provisions:

• Governance rights — board composition, reserved matters, information rights, and consent requirements
• Economic rights — dividend policies, anti-dilution protections, and preferential return mechanisms
• Transfer provisions — pre-emption rights, tag-along and drag-along clauses, lock-up periods, and call/put options
• Deadlock and dispute resolution — escalation mechanisms, buy-sell arrangements, and arbitration clauses

For corporate restructurings, we advise on mergers, demergers, and spin-offs under the TCC, coordinating with tax, competition, and employment law colleagues to manage the multi-disciplinary dimensions of complex reorganisation transactions. Our corporate compliance services include the design of internal policies, delegation of authority frameworks, related-party transaction protocols, and anti-bribery and corruption programmes. We also conduct legal due diligence exercises for investors, acquirers, and lenders, delivering clear, commercially oriented reports that identify risks and inform decision-making. When a company reaches the end of its operational life, we manage orderly liquidation and winding-up proceedings, ensuring that all statutory obligations are discharged and stakeholder interests are protected.