On 16 March 2011, the Capital Markets Board of Turkey issued two communiqués, which amended certain provisions of two previously issued communiqués. Among other things, the amendments create certain exemptions for issuers whose shares are traded on the Emerging Companies Market of the Istanbul Stock Exchange and expand the scope of certain exemptions and thresholds available to issuers in private placements. The two communiqués are: – Communiqué, Series IV, No. 50 on Amendments to the Communiqué on the Principles Regarding Exemptions Available to, and Deregistration of, Issuers (Series IV, No. 39, dated 8 March 2008) (İhraççıların Muafiyet Şartlarına ve Kurul Kaydından Çıkarılmalarına İlişkin Esaslar Tebliğinde Değişiklik Yapılmasına Dair Tebliğ (Seri: IV, No: 50)); and – Communiqué, Series IV, No. 51 on Amendments to the Communiqué on the Principles to be Complied with by Joint Stock Companies that are Regulated by the Capital Markets Law (Series IV, No. 41, dated 19 March 2008) (Sermaye Piyasası Kanunu’na Tabi Olan Anonim Ortaklıkların Uyacakları Esaslar Hakkında Tebliğde Değişiklik Yapılmasına Dair Tebliğ (Seri: IV, No: 51)). Both communiqués entered into force as of their dates. Click here to read our summary note on the subject.

TURUNÇ is pleased to announce that Kerem Turunç has joined the firm as a partner. Kerem joins us from Cleary Gottlieb Steen & Hamilton LLP, having worked in that firm’s New York and London offices. Kerem is an expert in cross-border financial and corporate transactions. He has extensive experience in public and private securities offerings (including under New York and English laws) including high yield bonds, convertible bonds, loan transactions, initial public offerings (IPOs), secondary offerings, rights issues, special purpose acquisition companies (SPACs) and block trades, representing both issuers and underwriters. Kerem also has substantial experience in public and private M&A deals, representing sellers and buyers alike in corporate reorganizations, including in leveraged buy-outs and spin-offs. A member of the Bar in New York, Kerem has also advised extensively on U.S. securities laws and public company governance matters. Kerem’s experience covers many jurisdictions including Turkey, the European Union, the United States, Latin America, Asia and Russia, and a wide variety of industries including banking, energy, pharmaceuticals, telecommunications and transportation. He received his J.D. degree from the University of Virginia School of Law where he was a Dean’s Scholar, and his B.A. degree, with Distinction, from Yale University where he double majored in economics and political science with a concentration in international relations. He has also lectured at Harvard Law School and New York University.

TURUNÇ is proud to announce the release of its new book The Law and Practice of Mergers and Acquisitions in Turkey. Authored by founding partner Noyan Turunç, this book is a 278-page comprehensive treatise on the legislation applicable to M&A transactions, and practice notes designed to guide lawyers as well as other participants in M&A transactions. If you would like to receive a copy of the book, please email us with your mailing address. Table of Contents– About the Author– Acknowledgments– Chapter 1: Introduction to Merger and Acquisition Transactions in Turkey– Chapter 2: Cultural Aspects– Chapter 3: Legal Background and the Regulatory Framework– Chapter 4: Merger Transactions– Chapter 5: Split-Up and Split-Off of Companies– Chapter 6: Acquisitions– Chapter 7: Method– Chapter 8: Tax Considerations– Chapter 9: Labor and Employment Issues– Chapter 10: The Capital Markets Legislation– Chapter 11: Bank Mergers and Acquisitions– Chapter 12: Merger Control and Competition Law– Chapter 13: Acquisition Bids Relating to Public Companies– Chapter 14: Disclosure and Notification Requirements– Chapter 15: Regulation on Privatization– Chapter 16: Procedural Formalities– Chapter 17: Expected Changes in Regulation– Chapter 18: Questions Asked– Glossary– Note on Appendices– Appendix 1: Communiqué on Principles Regarding Proxy Voting at Shareholders’ Meetings of Public Companies, Proxy Solicitation and Acquisition Bids– Appendix 2: Communiqué No: 1998/4 Regarding the Methods and Principles to be Pursued During the Course of Pre-Notifications and Applications for Authorization Made to the Competition Authority in Order for Acquisitions via Privatization to be Judicially Valid– Appendix 3: The Act on the Protection of Competition– Appendix 4: Foreign Direct Investment Law– Appendix 5: Regulation for Implementation of the Foreign Direct Investment Law– Appendix 6: Law on the Work Permit for Foreigners– Appendix 7: The Announcement Text Prepared for Merger by Acquisition of a Company– Appendix 8: The Announcement Text Prepared for Merger by Formation of a Company– Appendix 9: Communiqué on the Mergers and Acquisitions Calling for the Authorization of the Competition Board– Bibliography © TURUNÇOctober 2009Printed by Tükelmat A.Ş.İzmir, TurkeyISBN: 978-605-60933-0-2