What Is Mergers and Acquisitions (M&A) Advisory?

What Is Mergers and Acquisitions Advisory? 

In today’s global economy, where competition is rapidly increasing, companies frequently resort to mergers and acquisitions in order to grow, enter new markets, or enhance their operational efficiency. 

The concept that encompasses all of these transactions is referred to as M&A (Mergers and Acquisitions). However, merger and acquisition processes are not merely commercial decisions; they also constitute comprehensive legal and financial structuring processes. For this reason, professional mergers and acquisitions advisory is of critical importance for the successful completion of the transaction. 

What Are Mergers and Acquisitions (M&A)? 

Mergers and acquisitions refer to transactions whereby two or more companies combine, or one company acquires and incorporates another.
This process may be carried out through various methods such as mergers, acquisitions, share sales, asset transfers, or company spin-offs. In a merger, two companies combine under a single legal entity. In an acquisition, one company gains control by purchasing the shares or assets of another. In both cases, the objectives include growth, gaining a competitive advantage, increasing efficiency, and enhancing investment value. 

However, in order to achieve these objectives, every step taken must be legally sound and compliant with applicable legislation. This is where mergers and acquisitions advisory comes into play. 

What Is Mergers and Acquisitions Advisory? 

Mergers and acquisitions advisory is a consultancy service that provides professional guidance throughout all legal, financial, and strategic stages of a company’s merger and acquisition process.
This service ensures the protection of the interests of both the buyer and the seller and guarantees that the transaction is safely completed on a lawful basis. 

An attorney specialized in this field guides companies from the beginning to the end of the process by minimizing risks, preparing documentation, and supervising legal compliance.
Mergers and acquisitions are not limited to contract drafting alone; they also contribute to strategic decision-making processes. 

How Does the Mergers and Acquisitions Process Work? 

A merger and acquisition transaction generally consists of several stages, each of which must be carefully planned. 

• The first stage is preliminary review and strategic assessment. The company’s merger or acquisition objectives are determined, its financial condition is analyzed, and potential opportunities are identified. 
• The second stage involves the signing of confidentiality agreements (NDAs) and the information-sharing process. Confidentiality is essential in order to establish mutual trust between the parties. 
• During the third stage, known as due diligence (legal review), the target company’s entire legal, financial, tax, and commercial structure is examined in detail. This stage enables the early identification of risks that may arise during the transaction. 

Subsequently, the negotiation and contract drafting stage begins. The parties reach an agreement on a Share Purchase Agreement (SPA) or a merger protocol. 

Finally, the necessary approvals are obtained within the framework of competition law, tax legislation, and Capital Markets Board (CMB) regulations, and the transaction becomes legally binding. 

The complete and error-free execution of all these processes is only possible with the support of expert mergers and acquisitions advisory. 

The Legal Dimension of Mergers and Acquisitions Advisory 

The merger and acquisition process is subject to various legal regulations such as the Turkish Commercial Code, the Capital Markets Law, the Law on the Protection of Competition, and the Tax Procedure Law. Therefore, each transaction requires comprehensive legal planning. 

A mergers and acquisitions lawyer provides full legal support to their client in areas such as merger agreements, share transfer protocols, changes in partnership structure, Competition Authority applications, employee rights, and tax liabilities. 

In addition, it must be assessed whether the transaction creates a dominant position in the market from a competition law perspective. At this point, the lawyer’s duty is both to ensure legal compliance and to manage approval processes. 

Benefits of Mergers and Acquisitions Advisory for Companies 

The merger or acquisition process, when properly managed, can create significant opportunities for a company. Mergers and acquisitions advisory reduces the risks of this process, accelerates the transaction, and ensures a fair balance between the parties. 

The main advantages provided by this advisory service are as follows: 

• Legal assurance: Transactions are carried out in full compliance with legislation. 
• Time and cost savings: The process is completed more efficiently thanks to professional guidance. 
• Risk management: Potential tax, debt, or competition risks are identified in advance. 
• Transparency: Information flow between the parties takes place under legal supervision. 
• Corporate reputation: A legally sound merger process increases investor confidence. 

For these reasons, obtaining expert legal consultancy at every stage of the merger and acquisition process directly affects the company’s long-term success. 

Key Points to Consider in the Mergers and Acquisitions Process 

Each merger or acquisition process has its own dynamics. However, certain common risk areas apply to all mergers and acquisitions.
In a merger or acquisition process, the target company’s financial status, existing contractual obligations, employees’ legal rights, brand and intellectual property assets, and tax liabilities must be analyzed in detail. This review enables the early identification of risks that may arise at later stages. 

In addition, the parties must clearly, explicitly, and understandably define all contractual provisions during the negotiation process. In particular, vague or incomplete clauses may lead to serious legal and commercial disputes after the merger. Therefore, both commercial strategy and legal compliance must be evaluated together in the merger and acquisition process. This approach significantly enhances both the reliability and sustainability of the transaction. 

Conclusion 

Mergers and acquisitions advisory is a comprehensive consultancy service that provides guidance to companies throughout the merger and acquisition process with its strategic, financial, and legal dimensions. This process represents not only the merger of two companies but also the establishment of a new corporate structure. 

For a merger transaction to be completed in a sound, transparent, and lasting manner, full compliance with the Turkish Commercial Code, Competition Law, Capital Markets Legislation, and other relevant legal regulations is required. A successful merger or acquisition process goes beyond a mere financial investment and constitutes a comprehensive corporate transformation guided by the right legal strategy.