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Share Deal or Asset Deal?
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Att. Berna Asik Zibel
In General
We may, in general, talk about a “share deal versus asset deal” sit-
uation when a transaction that involves the transfer of a business or
provides freedom of contract for the parties. In practice, these transac-
tions are mainly comprised of (i) the signing of sale and purchase
agreements on the acquisition of all of the shares or the entire business
of a target company that contains extensive and detailed provisions, (ii)
fulfillment of conditions precedent and pre-completion covenants, and
(iii) subsequently, the completion of the transfer transaction.
Therefore, our subject herein is to make a comparison between the
transfer of the shares of a target company, and the transfer of an entire
business of such target company, without the legal entity. The legal
provisions hereby discussed are Art. 489 et seq. of Turkish
Commercial Code No. 6102
1
(“TCC”) applicable to share transfers
and Art. 11/3 TCC, and Art. 202 of Turkish Code of Obligations
No. 6098
2
(“TCO”), applicable to the transfer of business. Transactions
involving the transfer of business with a certain type of contract, due
to special provisions of applicable laws or transactions dealing with the
transfer of only significant assets, or a certain part of business are not
taken into account herein.
Pursuant to Art. 489 TCC, the transfer of bearer share certificates
requires the transfer of possession of the share. As to registered share
certificates, pursuant to Art. 490/2 TCC, the transfer concerning legal
COMMERCIAL LAW
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Article of October 2014
1
Official Gazette, 14.02.2011, P. 27846.
2
Official Gazette, 04.02.2011, P. 27836.