Investment Law and Market Entry

We support direct investments, corporate participations, and joint ventures between Germany and Turkey — from selecting the appropriate investment structure to examining the target company, to execution and integration.

Before the first contract

A market entry does not begin with the purchase agreement, but with three decisions: Do I buy shares or assets? Through which company do I hold the participation? And do I need a permit before I can pay?

The share purchase is easier to execute but brings the company's past with it — old liabilities, tax risks, ongoing proceedings. The acquisition of individual assets leaves risks behind, but requires the transfer of each individual contract, license, and permit. In Germany, in the case of a business transfer, the employment relationships are also transferred by law, along with the obligation to inform and the right of employees to object.

Investment review: when the state gets involved

The acquisition of a German company by an investor from outside the EU may be subject to an external economic review. In security-relevant areas, lower participation thresholds apply, and there may be a reporting obligation and a prohibition on execution until approval is granted. Those who overlook this risk the ineffectiveness of the execution.

Turkey applies the principle of equal treatment for foreign investors but requires sectoral permits — for example, in banking, energy, and defense — as well as registrations and ongoing reports. We clarify the need for permits before a timeline is established, not afterward.

Examination of the target company

A due diligence in Turkey follows the same systematics as in Germany but encounters different sources. Commercial register extracts, land registry data, and procedural statuses are accessed differently, accounting practices and valuation approaches differ, and participation ratios are not always discernible from a single register.

We structure the examination based on risk rather than completeness: What can affect the purchase price, what can prevent execution, what can only be clarified before the contract is concluded? From the findings, guarantees, indemnities, or purchase price holds arise — depending on whether a risk is quantifiable or not.

Typical constellations

The supplier with a German customer. A Turkish producer acquires a German competitor to be closer to the buyer. It is crucial here whether the customer contracts can withstand a change of control — change-of-control clauses can undermine the economic purpose of the acquisition.

The minority participation. Those who do not hold the majority rely on the shareholders' agreement: information rights, consent reservations, co-sale rights, anti-dilution protection. Without them, a minority is largely defenseless legally.

Establishing without acquisition. Those who start their own business instead of acquiring save the old burdens but take longer. Here, the work lies in permits, location agreements, employment relationships, and the question of when a permanent establishment is created.

The purchase agreement

Between signing and execution, there is usually time for approvals in the case of acquisitions — sometimes months. This phase must be regulated by the contract: What may the target company do in the meantime, and what not? Who bears the risk if a permit is not granted? And when may one party withdraw?

Two models confront each other regarding the purchase price. The fixed price based on a cut-off date creates clarity but shifts the risk of the interim period onto the buyer. The adjustment based on the closing balance sheet is more precise and regularly leads to disputes over the valuation method. We choose the model based on how reliable the figures of the target company are — not based on habit.

After execution

The purchase agreement is signed, and only then does the more difficult part begin: register applications, bank authorizations, insurances, contracts with customers and suppliers, landlord approvals. We compile these steps in an execution list and accompany them until nothing is left open. Warranty claims expire early; those who do not systematically check after closing lose them before they notice.

Related to this consultation

A market entry touches almost everything: the corporate structure, the tax treatment of the acquisition method, foreign trade law in the case of approval-requiring transactions, and labor law in the case of the transfer of the workforce. We bring these strands together in a team instead of processing them sequentially.