NEWSLETTER-2019-metin

45 COMMERCIAL LAW Buz assumes that share sale, in principal, is the sale of a right, not for goods, and only in the event that all, or nearly all, of the shares of a company are sold, such sale may be associated with a transfer of an enterprise. Buz stipulates that in such a case, defects of such enterprise shall be deemed as the defects pertaining to the shares, and the seller would be liable for such defects 6 . Ayoğlu, on the other hand, expresses that the representations and warranties in relation to the target company cannot be deemed to be specific qualifications notified by the seller in terms of Article 219/1 of the TCO 7 . It is notable that as the legislation does not stipulate a differentia- tion based on whether certificates that represent sale shares are issued, such matter would not affect the evaluations in this respect 8 . The difference of opinion in the doctrine concerning the results of representations and warranties under share purchase agreements should be taken into consideration through the drafting of provisions regarding the results of the representations and warranties. Therefore, it is important that violation of the relevant representations and war- ranties is detailed under share purchase agreements, to achieve the parties’ actual will. The legal consequences concerning violation of the representa- tions and warranties stipulated under the agreements differ, depend- ing on whether the purchaser has conducted due diligence on legal, economic, tax and various other aspects on the target company, and the shares that are subject to the sale. Kindly refer to the article titled, “Representations, Warranties and Due Diligence in Mergers and Acquisitions,” for detailed information on the impact of due diligence carried out on target companies as to liability 9 . 6 Buz , p. 84. 7 Ayoğlu , p. 257. 8 Ayoğlu , p.247. 9 Orak Çelikbora, Leyla : “Representations, Warranties and Due Diligence in Mergers and Acquisitions.” http://www.erdem-erdem.av.tr/publications/newslet- ter/representations-warranties-and-due-diligence-in-mergers-and-acquisitions/ (Access date: 22.12.2019).