Gizem Maden Bayrak – GC Powerlist
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Türkiye 2023

Transport and infrastructure

Gizem Maden Bayrak

Legal counsel | SunExpress

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Türkiye 2023

legal500.com/gc-powerlist/

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Gizem Maden Bayrak

Legal counsel | SunExpress

Team size: 13

What has been the number one challenge that has impacted you over the past year?

During the first months of this year, we have been analysing the force majeure clauses in a considerable number of contracts to which our company is a party, trying to take as much benefit as possible from these terms, which might be interpreted in favour of our company when all the aircraft in the world were grounded due to the pandemic. In the aircraft leasing area, a “hell or high-water clause” in the aircraft lease agreements forces all lessees to pay the rent despite any force majeure situation. While the airline sector was facing that difficulty, aircraft manufacturers were also having difficulties producing ordered deliveries on time, but at the same time, all the payment obligations were due. We had lengthy negotiations with aircraft manufacturers and the lessor’s management teams to organise payments for the aircraft to be grounded. Since I am responsible for the aircraft transactions proceedings, saving all the confidential insight of these negotiation and documentation phases which cannot be explained, I was involved in all the steps taken at the management level to get through these challenging days for our company. That was the number one challenge that has impacted me, but at the same time improved me in many ways, strengthening my professional career.

Can you outline your role in the legal function of your organisation and any significant cases or transactions you were involved in?

I am responsible for all the aircraft transaction proceedings and all the contracts our company enters, such as corporate matters like preparing and monitoring the signature processes of board resolutions and general assembly and providing legal opinions and advice on specific issues. We, as the legal department, work closely with the management of the company, and due to my role and responsibility under the legal directorate’s roof, I have countless meetings with our CEO and deputy CEO. That opportunity lets me directly explain legal facts and risks regarding high-level topics and experience their professional management and decision-making skills in person. Our fleet is growing every year, and therefore, we have a significant number of aircraft transactions which include operational leasing as well as financial leasing of aircraft. These transactions involve reviewing the documents and negotiating the contractual terms until the records take their executable shape and finally be ready to be signed to close the deal. I play my primary role in aircraft transactions. I coordinate and participate in every deal our company enters, from the beginning until I sign the lease agreement by proxy before the notary.

In what ways do you see the in-house legal role evolving over the next few years?

The in-house legal role includes a sense of belonging and ownership, serving the company with care and attention in every aspect. Therefore, the role of in-house counsel has evolved to become more of a co-worker supporting the company, getting involved in strategic decisions by providing legal advice, improving processes, and coordinating complex challenges. Organisation-wide knowledge and memory are critical elements for me when analysing discrepancies to find the most beneficial way for our company. By becoming a part of the company, in-house counsel can implement guidelines that go beyond providing legal advice through organisation-wide memory and will do that more efficiently over the years.

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