Corporate; Banking & Finance; Mergers & Acquisitions:
ELIG Gürkaynak’s corporate team assists multinational and domestic clients by providing a wide range of corporate advisory services. The team offers unique solutions and strategic planning regarding company incorporation and restructuring, along with a range of corporate housekeeping. The firm also provides advice and guidance on various banking and finance, and mergers and acquisitions matters. The team handles day-to-day corporate matters for a range of clients including Ralph Lauren, TI Automotive, L’Oréal, Google, ExxonMobil, Newell, Knauf, Betafence (Praesidiad), Lanxess and CA Technologies.
New clients this year include Bridgestone, Gilbarco, Sumitomo Heavy Industries and Deere. The corporate and M&A team recently advised LVMH, a French-based luxury goods company, in relation to the takeover of various stores, employees and assets from Tekin Acar, a leading perfumery and personal care retail chain in Turkey, by LVMH’s Turkish subsidiary, Sephora Turkey. The transaction involved negotiations with employees, landlords and other parties. ELIG Gürkaynak supported the client in all phases of this transaction.
The firm also advised Deere in relation to acquisition of shares in the Turkish subsidiary of Wirtgen Group, a leading worldwide manufacturer of road construction equipment. ELIG Gürkaynak assisted the client during the due diligence process, share transfer transaction, corporate structuring of the target and closing.
Competition & Antitrust:
ELIG Gürkaynak delivers the top competition law practice in Turkey with 45 competition law specialists. The firm has four partners and three counsel in the practice, led by Mr Gönenç Gürkaynak, ELIG Gürkaynak’s founding partner. In addition to its unparalleled experience in merger control issues, ELIG Gürkaynak has vast experience in defending companies before the Turkish Competition Board in all phases of antitrust investigations, abuse of dominant position cases, leniency handlings and before the courts on issues of private enforcement of competition law, along with appeals of the administrative decisions of the Turkish Competition Authority.
Over the past year, ELIG Gürkaynak has handled more than 60 files with the Turkish Competition Authority relating to cartels, leniency applications, abuse of dominance cases, and merger control filings, along with 20 defence project investigations and more than 15 appeals before the administrative courts. ELIG Gürkaynak has also delivered more than 50 antitrust education seminars to its clients’ employees. ELIG Gürkaynak assisted clients with high profile investigations which resulted in landmark decisions this past year. One of these cases involved a lengthy investigation against 13 financial institutions active in the Turkish corporate and commercial banking market. Unlike previous cases, the Turkish Competition Board took a different approach and provided immunity from fine for the 13 institutions without considering this a cartel case.
ELIG Gürkaynak also successfully represented Mey İçki, a subsidiary of Diageo, following an 18 month investigation, which explored the validity of allegations of abuse of dominance in the Turkish markets for vodka and gin. The Turkish Competition Board found a violation through abuse of dominance but accepted Mey İçki’s defence of “non bis in idem”. Mey İçki successfully argued that the investigation was crippled for double jeopardy as (i) the Turkish Competition Authority carried out a second investigation on the same allegations belonging to the same time period, and (ii) it created the risk of repetitive fine. The Board concluded that Mey İçki should not be subject to an administrative monetary fine under Article 16 of Law No. 4054. This decision may set a landmark precedent in terms of the interpretation of the “non bis in idem” principle under the Turkish competition law regime.
In terms of merger control filings, ELIG Gürkaynak meticulously handled a Turkish merger control filing by efficient coordination with A.P. Møller - Mærsk A/S, the global leader in integrated transport and logistics, and international counsel. The transaction concerned acquisition of shares and assets pertaining to Hamburg Süd, a wholly-owned subsidiary of Dr. August Oetker, by Mærsk Line. ELIG Gürkaynak successfully handled the notification procedure and obtained the Turkish Competition Board’s unconditional approval decision in approximately four months. This constitutes a remarkable success, given that in the EU jurisdiction, the transaction was conditionally cleared by the EU Commission. ELIG Gürkaynak submitted another notable merger control filing with the acquisition of General Motors’ Opel/ Vauxhall subsidiary solely (automotive acquisition) and GM Financial’s European operations by PSA Group jointly with BNP Paribas (finance acquisition). With regard to the automotive transaction, the Competition Authority cleared the merger of equals approximately one month after the filing date while the finance acquisition was granted clearance in only 16 days after filing. The decision to clear both acquisitions in approximately one month, particularly with a transaction which has a global effect on the automotive sector, marks a great achievement.
In addition to the above, the competition law and antitrust team also provides advice to a broad range of clients including Booking.com, Rolls-Royce, Warner Bros, Merck, beIN Media Group, NYK Line, K Line, Mitsui, Baosteel, Pfizer, Mercedes- Benz, L’Oréal, ExxonMobil, Allianz, Turkish Airlines, Metro, Tetra Pak, Coca Cola, Alcon and Medtronic.
White Collar Irregularities & Compliance:
ELIG Gürkaynak is recognised as a leading law firm in relation to white collar irregularities and compliance matters and has a significant practice focusing on internal investigations and white collar crime matters. Amongst other areas, the practice advises clients in connection with Turkish corporate compliance issues under the relevant OECD Convention, FCPA, the UK Bribery Act and under the Turkish anti-corruption laws. This includes all matters relating to data privacy, employment, anti-corruption policies and other related aspects of the Turkish legal regime.
ELIG Gürkaynak has developed and implemented work plans for a large number of internal investigations conducted on the Turkish operations of multinational companies and large Turkish conglomerates. The firm frequently coordinates with clients’ external and internal counsel located outside Turkey. Based on its extensive experience, ELIG Gürkaynak has interviewed hundreds of employees, drafted disclosure petitions, handled public and government relations aspects of projects, prepared due diligence reports, provided dozens of FCPA trainings, and helped clients adopt and implement policies for detecting and ensuring full corporate compliance in Turkey. Mr. Gönenç Gürkaynak was co-chair of the B20 Anti-Corruption Task force during Turkey’s Presidency of the B20 in 2015.
Litigation & Administrative Law:
ELIG Gürkaynak is one of the few Turkish law firms that combines international legal practice with a solid track-record and knowledge of litigation before Turkish civil and administrative courts. The team is well-equipped to handle all types of civil legal disputes before the Turkish courts including general civil litigation cases, including unfair competition cases, real estate disputes, shareholding disputes, bankruptcy and execution proceedings, and labour cases, intellectual property litigation, including securing and enforcing intellectual property rights such as trade secrets, and administrative matters, including arbitration related litigation and competition law litigation.
Over the past year ELIG Gürkaynak assisted Calvin Klein, under the brand portfolio of PVH, one of the largest global apparel companies in the world, in a contractual dispute with a Turkish company. The parties settled on payment of a quarter of the claimed amount by the Turkish company but Calvin Klein made full payment by mistake. The Turkish company was reluctant to return the mistaken payment and the case was brought before the court. ELIG Gürkaynak’s successful defence led the court to rule in the client’s favour along with payment of default interest. The firm also assisted a global insurance company in an unfair competition litigation regarding the mini repair sector. The insurance company was alleged to have an exclusive engagement with a company in the sector and thus create unfair competition. The local court decision dismissing the lawsuit might be deemed a precedent for all insurance companies with an exclusive engagement and in terms of limits and conditions of exclusivity in commercial agreements.
ELIG Gürkaynak’s client portfolio in this practice area includes Twitter, Booking.com, Metro, Rolls-Royce, Islamic Corporation for Development of the Private Sector, Henkel, Alcon, L’Oréal, Newell, Indesit, Medtronic and NCR.
Energy, Oil & Gas:
ELIG Gürkaynak has extensive experience on energy, oil and gas sector. In addition to assisting clients on a day-to-day basis, ELIG Gürkaynak advises on global service, dealership and distributor agreements, localisation, investigations against board members and sales of bunker fuel at the airports through intermediaries. ELIG Gürkaynak is also involved in legislation related work for lubricants and advises on excessive license tariff fees set out by the General Directorate of State Airports Authority.
ELIG Gürkaynak advised a variety of clients including Mobil Oil, Mutlu Akü, General Electric and Total on data protection and privacy law related matters, assisted with corporate compliance to relevant legislation, represented clients in litigations initiated against tariffs and conducted a long term ongoing project regarding a shore facility which was requested to be evacuated.
Media, Internet & Telecommunication Law:
Unlike many Turkish law firms, ELIG Gürkaynak has an internationally recognised and significant practice in media, internet and new media, and telecommunications law. The firm has a team of 14 specialists delivering tailor made strategies for clients who operate in the technology, media, telecommunications and internet sectors, which requires the team to be at the cutting-edge of technology, with a thorough understanding of existing and emerging mediums while also demonstrating a comprehensive knowledge of legal practice. The team is highly committed to meeting the needs of domestic and international clients by combining their expertise in legal practice and specialising in unique practice areas.
The practice covers domain name disputes, website agreements, internet copyright and internet trademarks, internet related litigation, regulatory counselling, notice and takedown or judiciary decision enforcement assistance, and localisation of telecom agreements and licenses to be signed with carriers.
ELIG Gürkaynak represents social media giants YouTube, Twitter, Google and WordPress in their day to day legal matters. Over the past year the firm also represented Wikimedia, Booking.com, beIN Media Group, Tata Communications, RingCentral, Lycamobile, Atos, Al Shaya and Metro. The team assisted new client Lycamobile, a global mobile virtual network operator operating in more than 21 countries, with respect to a mobile virtual network operator (“MVNO”) services agreement. ELIG also provided legal assistance to another new client beIN Media Group, owner of the largest Turkish satellite television provider, Digiturk, in regards to pirate and unauthorised broadcast issues through the internet.
ELIG Gürkaynak handles the court/judgeship orders and information requests sent by law enforcement authorities, for all the removal requests and court related matters in Turkey for Twitter. Having worked with Twitter for more than five years, the number of information requests and court order has increased approximately 50% year on year. The team also represents and advises Booking.com in connection with all of its internet law matters in Turkey including a high profile access ban matter, and legal assistance with respect to data privacy and protection.
ELIG Gürkaynak represents clients in all proceedings and transactions that deal with real property and the structures attached to it, including purchases and sales, construction, mortgages, easements, facility management, restrictive covenants, refinancing, leases, title examinations, quiet title actions and project development. In addition, the firm has particular expertise in shopping centre and hotel management contracts and its experience extends to advising on administration and investments concerning free trade zones and organised industrial zones. The real estate team also provides consultation to the firm’s clients in relation to review of zoning plan notes and compliance of utilisation licenses with construction permits and zoning plans. The firm advises a range of clients including Indesit, Mistral, Ralph Lauren, Edenred, Mobil Oil and Klépierre.
The intellectual property team at ELIG Gürkaynak provides clients with a complete range of legal services for protecting and exploiting all types of intellectual property and technology assets. The firm handles complex intellectual property matters, each one of which sets a precedent in the market. The dedicated team of two partners and two counsel, along with eleven associates are powered by invaluable knowledge and a track record in other practice areas where the firm pioneers. This ensures the clients are provided with smooth handling of all aspects of complex intellectual property law and related issues including: trademarks, patents, copyrights, industrial designs and transactions pertaining to intellectual property rights.
The firm provides legal advice to Warner Bros on copyright related matters, transactions and agreements as well as structuring ownership in copyrighted works, relations with other stakeholders and intellectual property rights of dubbing and performing artists in light of Turkish laws. ELIG Gürkaynak also provides regular advice to Rolls-Royce on ownership of patents, utility models, trademarks, designs and copyrights particularly in the context of employment and secondment relationship. ELIG Gürkaynak’s valued clients in this practice area include Warner Bros, beIN Media Group, Lufthansa, Rolls- Royce, Automattic, Finansbank, Roche Bobois, GE Klinik, Biletix, Google, Landoll and 3M.
Pharmaceutical & Healthcare Regulatory:
ELIG Gürkaynak provides legal consultancy to a wide range of sectors including healthcare, pharmaceutical, medical device and life-sciences companies in their day-to-day operations, regulatory issues, contracts and on matters relating to re-structuring, licencing, intellectual property, management of sector related transactions and regulatory and governmental issues. The team has expansive experience with the standards, principles, forms and various Turkish healthcare institutions such as the Ministry of Health, the Medicines and Medical Devices Agency and the Social Security Institution.
The firm guides its clients through numerous complex guidelines and practices of the Ministry of Health, for example, compassionate use, procurement from abroad, scientific and product promotional meetings, Good Distribution Practice (GDP), Good Manufacturing Practice (GMP), samples, adverse effects, pharmacovigilance, clinical research and donations.
The support offered by ELIG Gürkaynak extends to a wide range of areas including all aspects of the regulation of pharmaceuticals, medical devices, cosmetics, pharmacies, hospitals, healthcare professionals and pricing, promotion, labelling, safety, advertising and marketing principles of medicines and medical products. The firm assisted clients including MSD, Alcon and Medtronic in review of distribution and sales contracts in light of Turkish pharma and competition laws and by providing advice in regards to their business practices and distribution channels in Turkey, rebate systems and advertisement of pharmaceuticals and medical devices. The firm also advised L’Oréal regarding online sale of cosmetics and establishing online marketplace for cosmetics.