Vardar Şanlı

The Firm

“Strategic Solutions for Exclusive Clients”

Vardar Şanlı is an independent full-service law firm based in Istanbul. With a strong client-oriented approach, Vardar Şanlı is fully committed to meeting the diverse legal needs of its high-profile clients across a broad spectrum of Turkish legal areas.

Vardar Şanlı works with an extensive portfolio of international and domestic clients operating in key sectors such as banking, construction, energy and insurance, in conformity with the requirements of a long-running business relationship. Additionally, Vardar Şanlı has a key expertise in criminal investigations and criminal suits and also represents its clients in various criminal cases, particularly those in the public domain.

Vardar Şanlı Team consists of experienced lawyers with a strong track record in complex cross-border transactions, particularly mergers and acquisitions (M&A), private equity/venture capital investments, project/acquisition financing and restructuring. Almost all team members are fluent in French, in addition to Turkish and English.

Vardar Şanlı regularly collaborate with major international law firms, serving as their Turkish leg, and seek local legal advice from them in efforts to meet Vardar Şanlı clientele’s needs outside of the Turkish jurisdiction.

Practices

Banking & Finance: Our Banking & Finance Practice Group offers comprehensive regulatory guidance to banks, asset management firms, factoring firms, financial leasing companies and other financial institutions. Our expertise in Turkish banking laws and regulations, combined with a deep understanding of international standards such as Basel III and the European Union directives, enables us to adeptly handle regulatory aspects of complex cross-border transactions. We represent our clients before the Banking Regulation and Supervision Agency for approvals and investigations.

Our transactional capabilities extend to finance law, specializing in drafting and negotiating facility agreements, along with the relevant security package, as part of a large spectrum of high-profile cross-border transactions (e.g., bilateral and syndicated loans, leveraged finance, real estate finance, project finance, restructuring, refinancing and acquisition finance).

Capital Markets: We offer expert regulatory advice and representation for the full spectrum of capital markets transactions, including initial public offerings, equity, debt and equity-linked deals. Our expertise covers a diverse range of fund categories, including hedge funds, private equity and venture capital. We guide both domestic and international clients through the regulatory framework governing securities issuance and trading ensuring their activities comply with the Turkish Capital Market Law and its secondary legislation.

Our transactional services encompass all types of capital markets activities, including IPOs, capital increases, private placements, etc. We assist clients, from publicly listed companies to crypto exchanges, with their governance obligations and adhering to capital market regulations. We also represent them before the Capital Markets Board of Türkiye.

Competition: Our experts of competition law offer comprehensive legal services that cover every facet of competition law, from merger control and cartel investigations to abuse of dominance. We adeptly manage dawn raids and competition investigations, handle sector inquiries, and represent clients before the Turkish Competition Authority (the “TCA”). Additionally, we assist the Firm’s clients in challenging unfavorable TCA decisions before administrative courts in Ankara. We also focus on proactive risk management, offering targeted advice and trainings that enhance competitive advantage and mitigate regulatory risks.

Corporate and M&A: As M&A is a fundamental focus of our Firm, our M&A Practice Group is adept at managing every stage of M&A transactions, from issuance of letters of intent and conducting due diligence to closing transactions and post-closing operations. Leveraging our extensive experience in complex cross-border transactions and deep understanding of highly regulated market dynamics, we structure transactions to align with our clients' strategic goals, whether dealing with asset acquisitions, share purchases or mergers. We combine expert negotiation with precise drafting of agreements (e.g., asset transfer agreements, shareholders’ agreements, share purchase agreements, share subscription agreements, etc.) to ensure favorable outcomes and smooth transactions.

Our expertise extends to private equity and venture capital, where we advise on investment and divestment strategies and assist start-ups with stock option plans. Our comprehensive approach ensures that we address both regulatory compliance and strategic objectives, providing robust support for cross-border and domestic transactions.

In addition to M&A, our corporate practice covers a wide range of corporate maintenance services. We assist Turkish and international companies across various industries with every stage of their life cycle, from incorporation and day-to-day operations to liquidation.

Dispute Resolution: Our Dispute Resolution Practice Group has extensive experience in handling high-value litigation, providing expert legal representation in complex disputes. We offer strategic advice and practical solutions, representing clients throughout all stages of litigation and striving for favorable outcomes. Our typical mandates cover contractual breaches, debt collection proceedings and shareholder disputes.

We have a solid international arbitration practice, and our Team is well-versed in the rules and procedures of leading arbitration institutions, such as the ICC, ISTAC, LCIA and UNCITRAL. Our expertise extends to intricate areas such as investment treaties and bilateral trade agreements. Also, our Dispute Resolution Practice Group excels in enforcing domestic and foreign judgments and arbitral awards, ensuring our clients' rights are upheld and assets are recovered efficiently.

Energy, Mining & Construction: Our Firm provides comprehensive legal services across the energy, mining, and construction sectors and assist clients with project development, regulatory compliance and contract negotiation. In the energy sector, we provide Turkish legal advice on various matters, including renewable energy projects and energy distribution. Our Team is always keeping abreast of regulatory updates and closely monitoring the Turkish Energy Market Regulatory Authority to ensure compliance with the latest standards and requirements. By offering strategic counsel and mitigating risks, we help our clients capitalize on opportunities and achieve sustainable growth in the energy industry.

In mining and construction, our expertise spans all regulatory and transactional aspects of exploration, development and production across various metals, including chrome, boron, diamond and gold. By combining legal expertise with industry-specific knowledge, we deliver targeted, solution-oriented advice throughout the project lifecycle, ensuring legal and operational success for our clients.

FinTech, E-Comm and Data Protection: Our Firm boasts a long-standing presence and in-depth know-how in FinTech and e-comm law, staying at the cutting edge of regulatory developments and industry trends. We regularly provide top-tier regulatory advice to all actors within the e-comm ecosystem, including online marketplaces, service providers and professional associations. Our FinTech-related services include advice on payment services and systems, secure payment processing, blockchain technologies and fraud prevention, as well as drafting and reviewing digital contracts, terms of service and privacy policies to protect our clients' interests in online transactions.

In the realm of data protection, we provide expert guidance on compliance with local and international data privacy regulations, including the GDPR, the Turkish Data Protection Law and the UK Data Protection Act. We mainly assist businesses with development of robust data protection policies, conduct of privacy impact assessments and effective management of data breaches.

IT and Intellectual Property: Our Firm offers comprehensive legal services in the fields of IT and intellectual property to efficiently address the intricate legal challenges faced by businesses in the digital age. We assist clients in safeguarding their intellectual property rights, including trademarks, patents, copyrights and trade secrets, ensuring that their innovations and creations are well-protected. Our Team is adept at drafting and negotiating IT contracts, software licensing agreements and technology transfer arrangements, as well as providing strategic advice to optimize and secure our clients' digital assets.

Media and Entertainment: Our Firm delivers specialized legal services tailored to the media and entertainment sector, including intellectual property rights, contract negotiation and licensing agreements. We support creators, producers and distributors in navigating Turkish media law complexities, ensuring compliance with regulations and protecting creative assets. We also address issues in digital media, content distribution and talent agreements, offering tailor-made solutions to meet the dynamic needs of the media and industry.

Restructuring, Insolvency & Bankruptcy: We provide comprehensive services in restructuring, insolvency and bankruptcy, representing both debtors and creditors throughout all stages. Our Practice Group expertly handles debt collection, leveraging a combination of fieldwork and desk research to ensure asset recovery. We address disputes involving asset transfers and manage out-of-court restructurings, while also offering strategic advice and representation in bankruptcy and restructuring of distressed assets.

Tax: Our Firm renders expert tax law services, addressing complex challenges faced by businesses and individuals, including shareholders and board members. We provide strategic tax planning, advisory and compliance services, with a particular focus on corporate tax, M&A structuring and tax implications in commercial contracts to complement our finance, M&A and restructuring practices. Our Team, working alongside distinguished counsels, ensures meticulous due diligence and strategic tax structuring in finance, M&A and restructuring deals, and integrates tax considerations into deal structures to mitigate risks and align with clients' strategic goals.

White-Collar Crime & Investigations: Our Firm provides a comprehensive suite of services in criminal law, specializing in white-collar crimes. We handle a wide range of issues, including asset recovery, corruption, cybercrimes, embezzlement and other banking crimes, fraud, insider trading, money laundering and multijurisdictional defense strategy, on behalf of both high-profile private clients and large corporates. Our Team effectively manages internal and external investigations, criminal trials and appeals. We also offer strategic counsel on developing comprehensive compliance programs and conduct risk assessments to mitigate vulnerabilities.

Furthermore, Vardar Şanlı adeptly navigates the intricacies of unique international criminal proceedings with its extensive expertise in mutual legal assistance treaties signed and ratified by the Republic of Türkiye. In this respect, we are adept at handling extradition cases and INTERPOL procedures, including red notices and extradition requests. Our global network and collaboration with international partners enable us to address multi-jurisdictional challenges, ensuring robust defense and compliance.