Corporate; Banking & Finance; Mergers & Acquisitions:
ELIG’s corporate team assists multinational and local 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 provides advice and guidance on numerous matters such as corporate, banking and finance, and mergers and acquisitions.
The team handles day-to-day corporate matters for a range of clients including Pandora, Ralph Lauren, TI Automotive, L’Oréal, Google, ExxonMobil, Edenred Group, Alcon, Knauf Insulation, Indesit, BlaBlaCar and Travelex.
ELIG recently advised a well-known international retail group who terminated its distribution relationship with an exclusive distributor in Turkey, transferred distribution rights to its Turkish subsidiary and took over the retail stores operated by the distributor. The team supported the retail group throughout the process and the Turkish subsidiary to enter into a distribution agreement with the former distributor.
The firm also advised a manufacturing company in its acquisition of shares in its Turkish subsidiary. The acquisition involved significant post-closing corporate planning and structuring. The banking and finance team acted as the Turkish legal counsel for Eurasian Bank regarding the security and surety agreements with Turkish companies in order to secure the facilities Eurasian Bank extended.
Competition & Antitrust:
ELIG delivers the top competition practice in Turkey with 36 competition specialists. The firm has four partners and one counsel in the practice, which is led by Mr Gönenç Gürkaynak, the firm’s managing partner. In addition to its unparalleled experience in merger control issues, ELIG 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.
ELIG’s clients are national and multinational corporations, conglomerates, business associations, financial institutions, partnerships and individuals.
ELIG has extensive experience and knowledge of the business implications and legal complexities resulting from the market position and goals of our clients. The aim of the firm is to deliver efficient and commercially calibrated legal advice to minimise clients’ exposure to competition law risks while preserving their competitive edge.
The firm has extensive experience before the Turkish Competition Authority and an excellent track record in achieving successful outcomes for clients. It has an in-depth knowledge of representing defendants and complainants in complex antitrust investigations concerning all forms of abuse of dominant position allegations and restrictive horizontal and/or vertical arrangements. These include price-fixing, retail price maintenance, refusal to supply, territorial restrictions and concerted practice allegations.
Over the past year, ELIG 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 10 appeals before the administrative courts. ELIG has also delivered more than 40 antitrust education seminars to its clients’ employees. Recently the firm represented The Dow Chemical Company and E.I. du Pont de Nemours. On this huge merger filing engagement, they successfully advised both Dow and DuPont in preparation and submission of the merger control notification to the Turkish Competition Authority for the “merger of equals” between the two companies. The merger notification was filed on May 11, 2016 through an efficient coordination with international legal counsel for an outstanding result. The Authority cleared the merger of equals on the twenty-first day following the original filing on June 1, 2016, allowing the US$ 130 billion merger to proceed. The deal is set to reshape the global chemical and agricultural industries by bringing together two companies with an extensive range of complementary products. This is a remarkable achievement.
The firm also represented global beer producer, ABI, in its acquisition of sole control of SABMiller. This was a cross-border deal between the two biggest players in the production of beer. The transaction is valued at approximately GBP 71 billion. The transaction was notified to the Turkish Competition Authority on January 12, 2016. The Board decided to launch a Phase II review with concerns mainly regarding the acquisition of a noncontrolling minority shareholding (24%) by ABI in Anadolu Efes, which is allegedly in a dominant position in the overall beer market in Turkey. In an effort to bring the Phase II review to a swift end, the first written defence, along with economic analysis and behavioural commitments were submitted to the Competition Authority on May 13, 2016. The Turkish Competition Board granted an unconditional approval to the transaction on June 1, 2016 (not requiring any commitments offered). In August 2010, the Turkish Competition Board initiated a preliminary investigation against nutritional supplements distributor Solgar in order to determine whether they had violated Article 4 and Article 6 of Law No. 4054 by refusing to supply. During the preliminary investigation, since Solgar had a reasonable justification for not supplying, the Board determined that under Article 4, the actions of Solgar did not abuse its position through refusal to supply. Therefore, the Board decided that even if Solgar was dominant in the relevant market its actions could not be regarded as an abuse within the scope of Article 6 and a full investigation should not be initiated. In late 2014, the 13th Chamber of the Council of State annulled the Board’s decision on the grounds that the information and evidence obtained during the preliminary investigation was not sufficient to conclude that the case did not necessitate an in-depth investigation. Upon the Council of State’s decision, the Board decided on a full investigation against Solgar by operation of administrative law. At the end of a thorough investigation, the Board concluded during February 2016 that Solgar had reasonable justification in suspending the supply and did not violate Law No. 4054.
In addition to the above, the firm’s competition law team also advises clients such as Diageo, Pfizer, Mercedes-Benz, L’Oréal, ExxonMobil, Allianz, Turkish Airlines, Metro, Booking.com, Merck Sharp & Dohme, Tetra Pak, Coca Cola, Alcon, Rolls-Royce, Warner Bros and Medtronic.
International Trade: White Collar Irregularities & Compliance:
ELIG is the leading firm in Turkey assisting clients on white collar irregularities and compliance matters. Its significant practice in Turkey focuses on internal investigations and white collar criminal matters. Among other things, 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 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. As part of its extensive experience, ELIG 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.
The firm’s managing partner, Mr. Gönenç Gürkaynak, was co-chair of the B20 Anti- Corruption Taskforce during Turkey’s Presidency of the B20 in 2015.
Litigation & Administrative Law:
ELIG is one of the few Turkish law firms that combines an international legal practice with a solid track-record and knowledge of litigation before Turkish civil and administrative courts. We are well-equipped to handle all types of civil legal disputes before the Turkish courts. ELIG’s litigation team represents: (i) general civil litigation cases, including unfair competition cases, real estate disputes, shareholding disputes, bankruptcy and execution proceedings, and labour cases (ii) intellectual property litigation, including securing and enforcing intellectual property rights such as trade secrets; and (iii) administrative matters, including arbitration related litigation and competition law litigation.
This depth of experience gives the firm’s clients the benefit of going to an administrative proceeding and/or court with lawyers who are knowledgeable about the industries and fields in which their clients do business and the substantive regulatory laws affecting our clients, each of which is essential to success.
The firm currently represent a client in the electronics sector regarding termination of a distribution agreement. This qualifies as one of the most significant contemporary litigation cases in Turkey this past year with the highest recorded damages claim arising from termination of a distributor. The firm’s client portfolio includes Twitter Inc., Türk Henkel, Booking.com, Alcon, L’Oréal, Newell Brands, Indesit, Medtronic, NCR and Koninklijke Philips N.V..
Energy, Oil and Gas:
ELIG has extensive experience in advising on energy, oil and gas sector. In addition to assisting clients on a day-to-day basis, we advised on global service agreements, consulted on dealership and distributor agreements and localisation, consulted on an investigation initiated against board members, consulted for sales of bunker fuel at the airports through intermediaries, involved in legislation works for lubricants and advised on excessive license tariff fees set out by General Directorate of State Airports Authority. ELIG consulted on data protection and privacy law related matters and assisted with corporate compliance to the relevant legislation, represented clients in the litigation initiated against this tariff, and conducted a long term ongoing project regarding a shore facility which was requested to be evacuated. The team represents Mobil Oil Türk A.Ş. and Total S.A. in this sector.
Media, Internet and Telecommunication law:
Unlike many Turkish law firms, ELIG has a recognised and significant practice in media, internet and new media, and telecommunications law. The firm has a team of 14 specialist delivering tailor made strategies for clients who operate in the technology, media, telecommunications and internet sectors, which requires ELIG’s team of lawyers 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 their domestic and international clients by combining the team’s 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 represents social media giants YouTube, Twitter, Google and WordPress in their day to day legal matters.
During August 2015 to July 2016, the firm handled more than 1200 court/judgeship orders and more than 900 information requests sent by law enforcement authorities regarding Twitter alone. This is a 50% increase on the requests received during the previous year.
Within the past year, ELIG has successfully represented clients such as Booking.com, Tata Communications, RingCentral, Inc., Lycamobile, and Atos IT Solutions and Services GmbH.
ELIG 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 at ELIG also provides consultation to our clients in relation to review of zoning plan notes and compliance of utilization licenses with construction permits and zoning plans. They advise a range of clients including Indesit, Mistral, Ralph Lauren, Edenred Turkey, Mobil Oil Türk A.Ş. and Klépierre.
ELIG’s intellectual property team provides clients with a complete range of legal services for protecting and exploiting all types of intellectual property and technology assets.
ELIG handles complex intellectual property matters, each one of which sets a precedent in the market. Its dedicated team of two partners and one counsel along with twelve associates also offer invaluable knowledge and track record in other practice areas where they are pioneers. This ensures their clients are provided with smooth handling of all aspects of complex intellectual property law related issues including trademarks, patents, copyrights, industrial designs and transactions pertaining to intellectual property rights. The firm’s longstanding clients in these practice areas continue to seek the firm out in the intellectual property practice which gives us unique insight into a range of sectors.
ELIG’s valued clients in this practice area include Warner Bros, Automattic Inc, Finansbank, Roche Bobois, GE Klinik, Biletix, Google, Landoll and 3M.
Pharmaceutical and Healthcare Regulatory:
ELIG 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 and contracts. The firm’s dedicated team provides legal advice to healthcare and pharmaceutical clients on matters relating to re-structuring, licensing, intellectual property, management of sector related transactions and regulatory and governmental issues.
They closely monitor developments in the Turkish regulatory environment triggered by government agencies and inform and assist clients so that they may adapt and benefit from the changes in legal and regulatory areas.
ELIG’s team of attorneys has extensive experience with the standards, principles, forms and requirements of various Turkish healthcare institutions such as the Ministry of Health, the Medicines and Medical Devices Agency and the Social Security Institution.
The support offered by ELIG 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, labeling, safety, advertising and marketing principles of medicines and medical products. 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.
Using their renowned expertise in competition law, M&A, anti-corruption, employment, intellectual property, dispute resolution, public procurement and administrative law, ELIG ensures their clients receive high quality legal advice and assistance throughout the entire business cycle of a life sciences and healthcare product or service.