NEWSLETTER-2019-metin

42 NEWSLETTER 2019 Liability from Representations and Warranties under Share Purchase Agreements* Att. Melisa Sevinc Atilganer Introduction Regulations concerning the liability of the seller arising from de- fects under sales contracts, and the effects of defects on sale contracts, are stipulated in detail under Turkish Code of Obligations No. 6098 (“TCO”). However, there is no specific regulation regarding purchase agreements concerning shares that are substantially subject to Turkish Commercial Code No. 6102 (“TCC”). Although shares constitute the fundamental subject of share pur- chase agreements 1 , commonly, the purpose of the purchaser through share purchase agreements is the acquisition of enterprises of the company to which the subject shares belong. In this regard, in addi- tion to the qualifications related to the shares, the qualifications that would substantially affect the activities of the company are crucial to the purchaser. In this article, the results of the breach of representations and warranties concerning the target company which the shares that are subject to a share purchase agreement belong to, and the responsibility of the seller arising from such breach will be evaluated. Liability concerning Representations and Warranties under Sale Agreements Pursuant to Article 219 of the TCO, “ The seller is liable for the lack of the qualifications notified to the purchase in any manner, and is * Article of December 2019 1 Ayoğlu, Tolga: (2018). Sermaye Şirketleri Özelinde Şirketler Hukuku Uyuşmazlıklarının Çözümünde Tahkim, On İki Levha Yayıncılık, Istanbul, p. 251.