Pekin & Pekin

The firm: Founded in 1971, Pekin & Pekin is a full-service law firm providing integrated legal services to clients involved in transactions within Turkey.

The vision of Pekin & Pekin today is the same vision as in 1971 – to provide clients with legal advice that helps them achieve their long-term objectives in Turkey and globally with the greatest efficiency. This vision is attained by a strategy of steady expansion, allowing the firm to retain its boutique character and standard of service.

The firm has pioneered legal structures for Turkish banking transactions, facilitated the introduction of new financial products and organisational structures, advised regulators on new laws and and regulations across multiple sectors, acted in the largest and most high-profile finance and M&A deals in the jurisdiction, and succeeded in numerous complex dispute resolution and arbitration cases.

Areas of practice
Banking and finance: Pekin & Pekin is renowned for having the strongest Banking and Finance team in Turkey, with a breadth of technical expertise and practical know-how that is unmatched. We advise clients and develop innovative solutions on cross-border and domestic deals that are significant in value. The firm is presently retained by 29 of the top 35 Fortune Global 500 banks. We act for all parties to a transaction, yet our reputation typically sees the firm being retained by the lenders to handle the more complex end of negotiations. This reputation extends to the relationships we have with the regulatory authorities, such as the Banking Regulatory and Supervision Agency (“BRSA”), which are optimised for the benefit of our clients.

We advise our banking and finance clients on a wide range of matters, including:

• Derivatives and structured finance
• Debt capital markets
• Islamic finance
• Equity
• Capital markets
• Leveraged finance
• Securitisations
• Project financing
• Bank mergers and acquisitions
• Real estate finance
• Investment funds and structures
• Restructuring  regulatory banking
  Team leader: Ahmed Pekin

Dispute resolution and arbitration: Recognised as having one of the finest dispute resolution teams in Turkey, Pekin & Pekin provides advice and specialist representation in complex and significant matters of litigation, arbitration, regulation and risk management. We also assist in the enforcement of foreign judgments and arbitral awards in Turkey.

Clients are domestic and foreign companies, individuals and organisations, represented on both a retainer and case basis. The close relations we develop with our clients allow us thoroughly to understand their businesses and sectors and protect their interests as fully as possible.

We act in a broad range of commercial disputes, including:

• Business crimes
• Financial services
• Bankruptcy and reorganisation
• Insolvency and restructuring
• Competition
• Intellectual property
• Compliance
• Product liability
• Consumer protection
• Professional negligence
• Employment disputes
• Real estate investments
• International arbitration
• Insure litigation
  Team leaders: Ahmed Pekin, Erdem Atilla

Capital markets: The capital markets practice team offers several traditional services and specific advice on products and finance structures unique to the Turkish market. Clients are all leading players in the sector.

• Brokerage operations
• Finance sector M&As and company incorporations
• Company incorporations
• Financial services and markets
• Debt capital markets
• Foreign exchange regulations
• Derivatives and swaps  ISDA documentation
• Employee share plans
• Product registration with the CMB
• Equity capital markets
• Product registration with the CMB
• Equity, IPOs and secondary offerings
• Real estate investment trusts
• Regulatory services
• Regulatory investigations
• Structured products
• Reserve IPOs
  Team leader: Eda Beltan, Göze Yıldırım

Corporate/M&A and employment: The Pekin & Pekin corporate/M&A and employment team possesses general and specialist expertise on a wide range of corporate laws, commercial transactions and business sectors. The main areas of interest to clients generally include:

•  Commercial transactions
•  Intellectual property and patents
•  Company incorporations
•  Joint ventures
•  Competition and anti-trust
•  License applications
•  Corporate restructuring
•  Liquidations
•  Corporate reorganisation
•  Mergers and acquisitions
•  Employment
•  PPP, PFI, BOT
•  Private equity and venture capital
•  Privatisation
•  Regulatory advice
•  Spin-offs

Our teams provide clients with a full range of consultancy services, advice and guidance relating to all matters of employment and labour law crucial to the effective operation of business interests in Turkey, including collective dismissals/layoffs

•  Redundancy
•  Data protection and privacy
•  Re-employment
•  Discrimination
•  Resignations
•  Employment contracts
•  Salary, tax, benefits, pensions, vacation
•  Employee transfers and redeployment
•  Trade union and ministry relations
•  Health and safety
•  Work and residence permits
•  Outsourcing
  Team leaders: Fırat Yalçın

Tax: The majority of commercial transactions have a tax element and these tax considerations often impact and guide the outcome of a transaction. As corporations react to the global economic crisis tax efficient structures have become more crucial.

The award winning Pekin and Pekin tax practice team leaves regular compliance support to accounting firms and instead focuses on more complex cases, giving clients direct practical and innovative advice. Legal assistance is provided on a standalone basis or as part of ongoing financing transactions in the main practice areas of corporate finance, project finance, M&A and capital markets. Moreover, the tax team provides legal assistance in major dispute resolution cases, involving representing clients in out-of-court settlement negotiations with the Tax Authority and advising on all phases of tax litigation.

The range of services include:

• International tax services and consultancy (eg tax efficient holding company locations, tax planning, tax efficient supply chain and shared services, business models)
• Re-structuring of group companies/holdings (eg merger, partial and full spin-offs, share exchanges)
• Tax legal advisory services
• Indirect taxes and consultancy
• Sustainability and climate change tax
• Tax controversy and dispute resolution
• Corporate, project and structured finance solutions
• Capital markets transactions
• International debt and equity issues (inc. loan participation notes, mortgages and asset-backed securities)
• Islamic finance structures (inc. murabaha and sukuk notes)
• Drafting and reviewing employment agreements, personnel handbooks and policies
  Team leader: Fırat Yalçın

Competition: Our competition practice is integrated into our corporate arm of the firm. In addition to advising clients on the corporate law aspects of their undertakings in Turkey, our competition team also provides expert advice on all aspects of Turkish competition law, including cartels, restrictive practices, public procurement and state aid.

Merger control accounts for a large proportion of our work in this area and our extensive experience dealing with the Turkish regulatory authorities allows us to provide our clients with expert guidance through the notification and clearance process.

•  Mergers and acquisitions
•  Joint ventures
•  Strategic alliances
•  Cartels
•  Compliance
•  Restrictive practices
•  Public procurement and state aid
•  Litigation
  Team leader: Fırat Yalçın

Energy and climate change: Liberalisation, natural resources, supply and demand, sustainable and alternative energy sources, new technologies, carbon reduction, market and regulatory developments are among the many issues at the forefront of the business community as companies look for new investment opportunities.

Turkey is a top emerging market for renewable energy in particular and clients approach Pekin & Pekin due to its extensive capabilities. Transaction teams have closed a considerable number of major transactions and are consistently providing regulatory advice. Teams are multi-disciplinary and constructed according to lawyer expertise in the particular industry and practice area.

The team works with clients in the following industries:

•  Biofuels and clean fuels
• Oil and gas
• Coal, minerals and mining
• Real estate and construction
• Clean technologies
• Renewables and alternatives
• Electricity and nuclear
• Transportation and logistics
  Team leader: Fırat Yalçın

Insolvency and bankruptcy: The insolvency and bankruptcy team provides advice regarding formal insolvency and bankruptcy, with particular expertise in multi-jurisdictional and multi-creditor transactions. Clients are led through Turkish insolvency and bankruptcy proceedings and legislation, the attaining of out-of-court arrangements and complex negotiations.

The range of services include:

• Representation of creditors prior and following a debtor’s insolvency
• Representation of debtors in insolvency proceedings
• Rescission proceedings
• Mergers and acquisitions of troubled estates
• Purchase and sale of assets at bankruptcy
• Out-of-court settlements
• Bankruptcy litigation
• Collateral arrangements
  Team leader: Fırat Yalçın, Eda Beltan

Intellectual property: Our IP specialists in the corporate and dispute resolution teams provide advice to clients eager to protect and exploit their IP rights in Turkey. We advise on a wide range of IP matters, including trademarks, patents, copyrights, designs, domain names and confidential information, acting on behalf of both the licensee and licensor.

The scope of work generally includes:

• Trademark and domain name research
• Trademark, patent and design applications and registration
• IP license agreements
• Copyright and trademark infringements
• Trademark objections and opposition filings
  Team leader: Fırat Yalçın, Erdem Atilla 

Islamic finance: Pekin & Pekin is established in the market as a legal advisor to both Islamic finance and international institutions with interests in Turkey. The firm advises on Islamic financing and regulatory transactions and possesses very detailed knowledge of the legal structure in Turkey.

Our expertise in Islamic finance covers:

• Financial principles of Islamic law
• Turkish legal framework governing Islamic finance
• Existing and pending regulatory developments
• Structuring of Islamic finance transactions in line with Turkish law, in particular murabaha, mudarabah, ijarah and sukuk
• Istisna transactions
• Regulatory M&As involving Islamic finance institutions
• IPOs
  Team leader: Ahmed Pekin

Private equity: Pekin & Pekin has an established private equity practice led by the corporate/M&A team. The PE practice advises PE firms, investors, financial institutions and funds in a pre-acquisition and post-acquisition capacity, from fund establishment to fund exit.  Typical deals are public and private M&As, leveraged and acquisition finance, structured and secured financing, and debt and equity financing. The practice team also advises on venture capital projects.

Our integrated approach means each transaction team can leverage assistance from other practice teams on matters of financing, tax and competition and benefit from the expertise of our sector specialists.
Team leader: Fethi Pekin, Fırat Yalçın

Project finance: Pekin & Pekin has a dedicated award-winning project finance team that advises on the biggest transactions in the jurisdiction. The team understands the need for the well-drafted financing documentation that protects the interests of all parties concerned and is generally retained by the lenders.

Our expertise in project finance covers:

• Project structure and contractual issues
• Drafting and negotiating project agreements
• Advising on direct, security and sponsor support agreements
• Understanding financial issues
• Mitigation and avoidance of risk
• Structuring security packages
• Power purchase agreements and concession agreements in the transport, water, health and education sectors
  Team leader: Ahmed Pekin

Regulatory: The regulatory practice team provides clients subject to Capital Markets Board and Banking Regulatory Supervision Agency legislation on a range of issues:

• Compliance with the complex regulatory environment
• Structuring and filing public offerings in the Turkish market
• Offerings of Turkish companies in international and European markets
• Launching Turkish and foreign funds and the registration of the same with the CMB and all necessary follow-up procedures
• Commercial and investment banking, and investment advice
• Asset management brokerage and custody business
• Licensing and registration requirements

The team is also heavily involved in regulatory filings and cross-border direct and indirect M&As ad splits where one of the parties is a local bank or financial institutions.

The incorporation of financial institutions and banks is also within the scope or the firm. Pekin & Pekin has incorporated many first-of-a-kind regulated companies, and has been retained to advise on the conversation and acquisition of nearly all Turkish brokerage companies.
Team leader: Eda Beltan

Restructuring: The restructuring practice offers clients a full range of services to successfully restructure their interests in Turkey. Each transaction team leverages expertise from across the firm to reach the optimal solution for the client. The practice is highly experienced and experienced in advising on the following:

• Acquiring, reorganising and restructuring bankrupt companies to avoid insolvency
• Restructuring following insolvency
•  Innovative and complex financial restructurings
• Debt to equity conversions
•  Employment and redundancy advice
  Team leaders: Fırat Yalçın, Eda Beltan

Specialist sectors
Automotive: Pekin & Pekin advises multiple automotive clients on Turkish legislation, from matters of financing and disputes to M&As and joint ventures, corporate and competition law, employment and intellectual property.

Each automotives engagement team is formed in line with the objectives of the client and the requirements of the deal. Team are often cross-practice and include lawyers specialised in the sector, allowing clients to benefit from the knowledge and expertise of our highly regarded lawyers from throughout the firm.
Team leader: Fırat Yalçın

Consumer products and retail: An unsaturated market, appealing production conditions and hungry consumers make Turkey an attractive jurisdiction for retail and consumer products companies. Pekin & Pekin advises mainly international clients in the durables FMCG and non-durable segments on their Turkey interests. Scope of work generally includes:

• Competition clearances
• Corporate governance issues and compliance
• Disputes and litigation
• Distributorships and franchise arrangements
• Employment and labour law
• Financing
• Intellectual property rights
• Licensing
• M&As and joint ventures
• Product liability
• Real estate and construction issues
• Regulatory environment
  Team leaders: Fethi Pekin, Fırat Yalçın

Energy and natural resources: The energy and natural resources opportunities in Turkey are attractive. The focus on renewable energy and Turkey’s position as an energy “bridge”, linking European countries to Caspian and Iraqi oil make it an important transit country. As such Pekin & Pekin is often approached to provide Turkish legal advice on various energy and natural resources projects. We advise on all aspects of projects, from financing and tax efficient structures, regulatory and compliance, to M&A and privatisation, corporate and competition.

Our energy and natural resources teams are cross-practice and formed in line with the objectives of the clients and the requirements of the deal. This allows clients to benefit from the knowledge and expertise of our highly regarded lawyers throughout the firm.
Team leaders: Fırat Yalçın

Hospitality and leisure: Investors have been relatively slow to capitalise on the hospitality and leisure sector in Turkey – that is changing with strong economic growth predictions, the country’s appeal as a regional travel destination and larger amounts of Turks travelling abroad for leisure. Condé Nast named Turkey the number one destination in 2010 and Istanbul celebrated the year as a European Capital of Culture, which Pekin & Pekin sponsored.

Pekin & Pekin clients in the sector are traditionally focused on inward investment with a 2011 trend for outward investment by cash-rich Turkish companies bringing additional cross-border transactions to the team.

Deals, projects and investments generally cover:

• Hotel and leisure complex construction and operating groups
• Airline and terminal acquisitions, transfer of operating rights and construction
• Project financing
• Transport infrastructure and privatisation
• Regulatory advice

Each engagement team is formed in line with the objectives of the client and the requirements of the deal. Team are often cross-practice and include lawyers specialised in the sector, allowing clients to benefit from the knowledge and expertise of our highly regarded lawyers from throughout the firm.
Team leaders: Fırat Yalçın

Industrial manufacturing and service industries: Turkey is in the spotlight as the new hub for manufacturing companies in the region, making use of its young, trained workforce, developing infrastructure and proximity to key markets with favourable trade agreements. On the service industry side, the country offers numerous opportunities as Turkey takes leaps in utilising new technologies, products and services.

At Pekin & Pekin we have been providing legal advice to market players for many years. Our industrial manufacturing and service industries engagement teams are cross-practice and are formed in line with the objectives of the clients and the requirements of the deal. This allows clients to benefit from the knowledge and expertise of highly regarded lawyers from throughout the firm. These engagement teams also include lawyers with the specialist sector knowledge required for the specific project.
Team leaders: Fırat Yalçın

Infrastructure: Pekin & Pekin has provided legal assistance to a range of clients involved in Infrastructure projects in Turkey. Transactions typically involve financing and construction elements under BOT and PPP structures, and many involve privatisation.

Keys areas are airports, bridges, highways, metro and rail, ports, waterways and water and sewage systems. Utilities transactions can be found in the document ‘Our Experience: Energy and Natural Resources’.
Team leaders: Fırat Yalçın

Insurance: Whilst the banking and financial services markets in Turkey have developed rapidly, insurance is catching up with an abundance of opportunities for the foreign investor. The dominant insurance agency network has been joined by banc assurance, and the market is ripe for new products, investments and distribution lines.

Pekin & Pekin advises brokers, insurers, businesses and finance institutions in the non-life, life and compulsory insurance segments and credit insurance. Corporate/M&A, capital markets, dispute resolution, tax and banking lawyers work in integrated teams advising clients on a range of issues including:

• Legal regulatory insurance issues including licenses and investigations by the regulators
• Distribution channels and legal considerations
• Tax advice
• Insurance and reinsurance litigation
• Labour law and employee-employer insurance obligations
• Individual private pensions
• Outsourcing
• Construction, architecture and engineering (third party liability and professional liability insurance)
• Agency and distribution agreements
• Reinsurance
• Product structuring – from compulsory and liability insurance to new products
• Public and private M&As in the insurance sector
• Capital markets and derivatives
• Asset management
  Team leader: Ahmed Pekin, Fırat Yalçın

Pharmaceuticals, healthcare and biotechnology: The Turkish pharmaceuticals and healthcare sector is continuing to attract foreign investors, following ongoing regulatory reform, modernisation and restructuring. The potential for returns is excellent with forecasts of high growth and an expanding product market as Turkish consumers adopt a more sophisticated approach to healthcare. Turkish groups divesting their pharma enterprises, international healthcare providers groups establishing ventures in the private sector and global manufacturers entering and re-entering the market will ensure this sector remains in the spotlight for the years ahead.

At Pekin & Pekin we have been providing legal advice to market entrants for many years. Our pharmaceuticals, healthcare and iotechnology engagement teams are cross-practice and are formed in line with the objectives of the clients and the requirements of the deal. This allows clients to benefit from the knowledge and expertise of our highly regarded lawyers throughout the firm.
Team leaders: Fırat Yalçın

Real estate and construction: Pekin & Pekin is very active in real estate and construction, advising on high value projects across Turkey and the region, for example Azerbaijan and Iran. We advise on all aspects of projects, from financing and tax efficient structures, regulatory and compliance, to corporate and competition.

Our real estate and construction engagement teams are cross-practice and are formed in line with the objectives of the clients and the requirements of the deal. This allows clients to benefit from the knowledge and expertise of our highly regarded lawyers throughout the firm. Client engagement teams also include lawyers with the specialist sector knowledge required for the specific project.
Team leaders: Fırat Yalçın

Telecommunications, media and technology: At Pekin & Pekin we have been providing legal advice to market players for many years. Our telecommunications, media and technology engagement teams are cross-practice and are formed in line with the objectives of the clients and the requirements of the deal. This allows clients to benefit from the knowledge and expertise of highly regarded lawyers from throughout the firm.

Deals and clients include mobile telecoms operators, fixed line operators, ISPs, submarine cable operators, terrestrial TV, cable TV network operators, outdoor advertising, print and online media, software developers and distributors, and systems integrators.
Team leaders: Fırat Yalçın

Transportation, logistics and defense: Linking together Turkey’s transportation, logistics and defence industries, Pekin & Pekin advises a spectrum of mainly international clients on projects covering:

• Roads, tunnels and bridges
• Rail
• Air
• Maritime
• Defence
• Ancillary services

To highlight a few opportunities, Turkey is in an area of geographical importance, it has an unsaturated logistics market, pending EU membership, promise of increasing international trade, one of the largest truck fleets in Europe, and technological and manufacturing know-how in various segments including defence. Significant projects have been completed involving the modernising and improving of motorways and tunnels, ports, airports and bridges, with the government focusing on restructuring the railways and creating a high-speed network, the transfer of operating rights for motorways and toll bridges via privatisation, and the construction of the third Bosphorus bridge, to name a few.

Clients approach Pekin & Pekin for a variety of Turkish legal expertise, generally in the area of project finance, privatisation, regulatory and M&A. Each engagement team is formed in line with the objectives of the client and the requirements of the deal. Teams are often cross-practice and include lawyers specialised in the sector, allowing clients to benefit from the knowledge and expertise of our highly regarded lawyers from throughout the firm.
Team leaders: Fırat Yalçın