The rapid transformation of the global economic order compels companies not only to rely on organic growth but also to take strategic steps such as investment, mergers, and acquisitions (M&A). At the center of these strategies lies company acquisition and sale, namely the partial or complete transfer of a business to another natural or legal person.
Company acquisition and sale is not merely a commercial transaction; it is also a process that must be carefully planned in terms of its legal, financial, tax, and administrative aspects. For this reason, professional company acquisition and sale consultancy services are of critical importance in ensuring that the transaction is completed smoothly and on a sound legal basis.
Contents
What Is Company Acquisition and Sale?
Company acquisition and sale refers to the transaction whereby all or part of a company is acquired by another individual or company.
This transaction is generally carried out in two main ways:
Share transfer (Share Transfer): Through the transfer of partnership shares, the buyer assumes all rights and obligations of the company.
Asset transfer (Asset Transfer): Only specific assets of the company (such as trademarks, machinery, real estate, or trade name) are transferred; the legal personality of the company remains unchanged.
Each type of transaction gives rise to different legal consequences. In a share transfer, the buyer becomes liable for the company’s past debts, whereas in an asset transfer, this liability may remain limited. Therefore, the method to be chosen should be determined in line with the parties’ commercial objectives and risk tolerance.
How Does the Company Acquisition and Sale Process Work?
The process of buying and selling a company generally consists of several fundamental stages. These stages must be carried out meticulously from both a commercial and legal perspective.
1. Preliminary Assessment and Preparation
The first step of the process is to determine the purpose and scope of the transaction. While the seller evaluates the company’s financial and operational status, the buyer analyzes the value and risk level of the investment. At this stage, a preliminary valuation study is usually conducted.
2. Confidentiality Agreement (NDA)
Before the parties begin sharing information, a confidentiality agreement (Non-Disclosure Agreement) is signed. This agreement is particularly important for protecting the target company’s financial statements, customer portfolio, and contract details.
3. Legal Review (Due Diligence)
This stage constitutes the core of the company acquisition and sale process.
The due diligence review conducted by lawyers and financial advisors sheds light on the target company’s past, existing obligations, and potential risks. The review generally covers the following matters:
The company’s articles of association, incorporation documents, and registration records,
Shareholding structure and capital shares,
Ongoing lawsuits and enforcement proceedings,
Employment contracts, severance and leave entitlements,
Tax obligations and potential penalties,
Intellectual property rights such as trademarks, patents, and licenses,
Significant commercial agreements concluded with third parties.
This process enables the early identification of legal issues that may arise after the transaction.
4. Negotiation and Contract Stage
Based on the due diligence report, the parties negotiate the price, payment plan, warranty, and indemnity terms. Subsequently, the parties sign either a Share Purchase Agreement (SPA) or an Asset Transfer Agreement. The following elements must be clearly regulated in these agreements:
Transfer price and payment terms,
Transfer date,
Representations and warranties of the parties,
Non-compete provisions,
Dispute resolution methods.
5. Legal Approval and Closing
Certain transactions are subject to approval by the Competition Authority or the Capital Markets Board (CMB). Without obtaining approval from these authorities, the transaction cannot be completed. After all approvals are obtained, the share transfer is carried out, the new shareholding structure is registered with the trade registry, and the process is completed at the closing stage.
The Role of Legal Consultancy in Company Acquisition and Sale
The company acquisition and sale process involves many branches of law, including the Turkish Commercial Code, the Code of Obligations, Tax Legislation, Competition Law, and in some cases, Labor Law and Intellectual Property Law. A company acquisition and sale lawyer protects the interests of both the buyer and the seller at every stage of the process.
The main duties of the lawyer during this process are as follows:
Analyzing the company’s legal status and risks,
Conducting and reporting the due diligence process,
Preparing or reviewing transfer agreements,
Following competition law approvals,
Carrying out registration and approval procedures,
Preventing potential post-transaction risks in advance.
Legal consultancy ensures both the rapid progress of the process and the establishment of a secure negotiation environment between the parties.
Risks in Company Acquisition and Sale and Points to Consider
Company transfer transactions most commonly fail due to insufficient review or incomplete contractual arrangements.
For this reason, the following matters are of particular importance:
The target company’s debt, litigation, and tax obligations must be carefully examined.
Transfer dates, payment plans, indemnity conditions, and assumption of obligations must be clearly specified in the agreement.
The transfer of intellectual property, trademarks, and patent rights must be regulated separately.
Non-compete clauses and confidentiality obligations must обязательно be included between the parties.
Failure to include these elements may lead to serious legal disputes after the transaction. Therefore, working with an experienced legal team from the beginning to the end of the process minimizes risks.
Benefits of Company Acquisition and Sale Consultancy for Companies
Professional company acquisition and sale consultancy not only provides legal assurance but also contributes to strategic decision-making processes. The main benefits of this consultancy are as follows:
Ensures that the process proceeds within the legal framework.
Establishes transparent information sharing and effective communication between the parties.
Helps identify tax and financial risks in advance.
Protects the rights of the parties in a balanced manner during the negotiation process.
Strengthens the company’s reputation and investor confidence.
Transactions carried out with expert consultancy support contribute to the company’s long-term success and sustainable growth.
Conclusion
Company acquisition and sale is a strategic decision that reshapes the future of a business. However, this process involves not only commercial but also legal responsibilities. A successful company transfer is only possible through proper planning, legal review, and professional consultancy. Acquisition and sale transactions conducted with the support of an experienced lawyer protect the parties’ rights, minimize risks, and ensure that the transaction is completed swiftly and securely. Therefore, obtaining legal consultancy in the company acquisition and sale process is not a preference but one of the most important elements of corporate sustainability. Every company transfer managed with the right legal strategy becomes not merely a sale transaction, but a process of creating corporate value.
