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The Turkish Competition Authority (the "Authority") published its Obilet/Biletal decision where it conditionally approved the acquisition of Biletal İç ve Dış Ticaret A.Ş.’s (“Biletal”) sole control by Obilet Bilişim Sistemleri A.Ş. (“Obilet”) and decided that the proposed transaction would not result in significant impediment of effective competition under Article 7 of Law No. 4054 on the Protection of Competition ("Law No. 4054")[1] subject to commitments proposed by the parties.

In March 2021, a digital artwork called “Everydays: The First 5000 Days” was sold by Christies, a British auction house, for $69 million. In other words: Someone paid almost $70 million for a picture on the Internet. Shortly after this sale, cryptographic tokens known as “Non-Fungible Tokens” (“NFT”) with a blockchain technology infrastructure quickly became a part of the mainstream in the art and technology world. Hundreds of millions of dollars of NFT sales now occur each week through public marketplaces like Foundation, OpenSea, and Nifty Gateway.

The board of directors [“Board”] stands out as a body that undertakes the management and representation duties of a joint stock corporation and is endowed with the power that can affect the interests of the corporation as well as its related parties. Such broad authority brings with it the same degree of responsibility. Although such responsibility mostly results in legal liability, the legislator did not remain silent on the fact that the activities of the Board are directly related to the market economy, and thus, imposed criminal sanctions in connection with the actions of the members. In this respect, the use of management and representation powers by the Board members or their personal actions may lead to criminal liability.

From promoting a new brand to preserving the market presence of an already established one, User Generated Content (“UGC”) has become an uncanny tool to initiate and preserve consumer engagement. With that, social network providers have transformed from mere conduits of social interaction between individuals, to multifaceted platforms that enable businesses to reach their consumers. As UGC became more and more mainstream, pulled millions of users and created some of the biggest tech companies, many countries try to catch up with regulations such as Turkey.

Significant amendments were introduced to the Communiqué of the Competition Authority on Mergers and Acquisitions Requiring Authorization of the Turkish Competition Board, numbered 2010/4, with the Communiqué published in the Official Gazette on March 4, 2022. In this respect, while the turnover thresholds taken into account in mergers and acquisitions to determine whether Competition Board’s approval is necessary are increased, exceptional rules are adopted in relation to transactions involving technology companies. These amendments will become effective two months after their publication, i.e., as of May 4, 2022.

As announced last week, the Turkish Competition Authority has recently amended the legislation relating to the Turkish merger control regime through an amendment communiqué. This piece of additional analysis is to explore the scope of sectors that will be exempt from certain local turnover thresholds, and therefore the concentrations in which will be notifiable in Turkey regardless of magnitude of Turkish operations.

In November 2021, the Green Debt Instrument and the Green Lease Certificate Guidelines Draft [the “Draft Guide”] was submitted to the public opinion. The draft was approved and published with the Principal Decision of the Turkey’s Capital Markets Board [“CMB”] dated February 24, 2022 and numbered 10/296, with some revisions made as per the comments by the market actors.

Turkish Commercial Code No. 6102 (“TCC”) sets forth that in accordance with the articles of association or by changing the articles of association, general assembly of shareholders of a joint stock company may decide to issue dividend right certificates in favor of the owners, creditors or those related to the company for a similar reason. In this article, we will focus on the purpose and types of dividend right certificates within the framework of Article 348, 502 and 503 of the TCC.

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