What is a Company Acquisition?
A company acquisition is the process of acquiring the shares or assets of an existing company by another real person or legal entity. This process ensures that the business is transferred to the new owner with all its rights and obligations. An acquisition generally means a change in the company's activities and control, but may contain differences in legal and economic terms. A company acquisition is one of the most commonly used methods within the scope of growth strategies.
The Importance of Legal Review
Legal due diligence is a critical phase of the company acquisition process. At this stage, potential risks, legal issues and liabilities are identified and investment security is ensured. For investors, it is a great advantage to see the current status of the company and possible future risks in advance. Thus, the acquisition agreement can be prepared in a way that minimizes these risks.
Due Diligence Process
Financial Due Diligence
The company's financial situation, debts, receivables, assets and income-expense statements are examined. The accuracy and transparency of financial documents are checked and the real value of the investment is calculated.
Legal Due Diligence
The legal status of the company, existing contracts, lawsuits and disputes, validity of permits and licenses, employee contracts, intellectual property rights and liabilities are evaluated in detail. This review is aimed at determining in advance the legal problems that may arise after the purchase.
Pre-Contract Review and Documentation
The articles of association, partnership agreement, trade registry records, permits, licenses, employee lists and previous audit reports are reviewed at this stage. The documents must be complete and legal in order for the transaction to be completed smoothly.
Evaluation of Debts and Liabilities
The financial liabilities, tax debts, compensation cases, lease and loan agreements of the company to be purchased are analyzed in detail. Whether these debts will be taken over or not should be clarified in the contract.
Employee Rights and Labor Law Dimension
Employee turnover, continuation of employment contracts and status of collective bargaining agreements are examined. Issues such as the impact of employer change on employee rights and dismissals may pose legal risks.
Status of Intellectual Property Rights
Intellectual property assets such as patents, trademarks, copyrights and related license agreements are evaluated. Their validity and transfer determine the company's competitive advantage.
Administrative and Tax Obligations
Tax debts, penalties and other administrative liabilities are determined. Tax risks and compliance issues that may arise after the takeover are reviewed.
Antitrust and Competition Law Review
Acquisitions to be made in order to protect competition in the market are evaluated within the scope of competition law. Competition barriers and monopolistic structures that may arise after the acquisition are important in the legal review.
Preparation of Purchase Agreement
The rights and obligations of the parties, warranty provisions, guarantees and dispute resolution mechanisms are clearly stated in the contract. This contract ensures that the purchasing transaction is carried out safely on a legal basis.
Legal Consulting Services in Antalya
Consultancy is provided in Antalya in company acquisition processes, taking into account local practices and legislation. Lawyer and Mediator Billur Güler Aslım, experienced in this field, provides support to her clients at every stage of the process.
Frequently Asked Questions
Is legal support necessary?
→ Not mandatory but recommended for safe and smooth operation of transactions.
How long does a legal review take?
→ Depending on the scope of the review, it is usually completed within 2-6 weeks.
How to minimize risks?
→ With detailed due diligence and warranty provisions in the contract.
Is employee turnover mandatory?
→ According to the Labor Law, yes, employees continue to work in the transferred company.
Why is intellectual property important?
→ They are critical assets for the company's competitive advantage and market value.
Are tax debts inherited?
→ Generally yes, but may be limited by contract.