Valuation, Mergers, Demergers and Share Swaps
In corporate restructurings we provide end-to-end support for the objective determination of your value and the compliant completion of transactions.
Corporate restructurings, share purchases and sales, the formation of new companies, the merger of subsidiaries and changes in the shareholding structure are all transactions that must be designed correctly from both a tax and a legal perspective. A poorly designed structure can turn a transaction that could have been tax-free into a taxable one.
We provide professional support so that your company’s value is determined objectively and in compliance with the legislation, and so that your transactions are brought to completion.
Scope of Our Service
- Buy-side due diligence
- Sell-side due diligence
- Structuring the optimum acquisition or disposal model from a financial and tax perspective
- Preparation and negotiation of merger and demerger agreements, share purchase agreements (SPA) and shareholders' agreements (SHA)
- Preparation of the sworn-in CPA reports required under the Turkish Commercial Code
- Company valuations
- Tax and accounting contribution to the post-acquisition, post-merger and post-demerger integration process
- Mergers and acquisitions
- Full and partial demergers
- Conversions of legal form and liquidation
- Establishment of companies, branches and liaison offices
- Contract reviews and corporate governance advisory
Frequently Asked Questions
Discounted cash flow, market multiples and net asset value methods are the principal approaches; the method or combination of methods appropriate to the nature of the transaction is used.
Where the conditions set out in the Corporate Income Tax Law are met, transfers, full demergers, partial demergers and share swaps can be carried out tax-free. Failing even one of the conditions makes the transaction taxable.
It varies with the scope and the size of the company, but a focused tax and financial due diligence is usually completed within a few weeks.
In a full demerger the company is dissolved without liquidation and transfers all of its assets. In a partial demerger only real property, participation shares or a production or service business is transferred, and the company continues to exist.
Yes. We provide support including the alignment of accounting policies, preparation of the opening balance sheet and tax assessment of the use of transferred losses.