Legal Business

Sponsor message: A new age begins for Moral as Moral | Kınıkoğlu | Pamukkale | Kökenek

We are thrilled to announce that our firm will officially be transforming from Moral & Partners to Moral | Kınıkoğlu | Pamukkale | Kökenek, an attorney partnership, as of July 1, 2022. Founded in 1968, Moral has undergone a remarkable transformation since 2013 and has grown into one of the preeminent law firms in Turkey. With the efforts of 70 + professionals, Moral now streering the legal market in Turkey. This could not have been achieved without the confidence of our esteemed clients in us and our dedicated team – thank you all.

A new age begins. We will now be providing legal services as Moral | Kınıkoğlu | Pamukkale | Kökenek Attorney Partnership. Building on our legacy since 1968, we will carry the firm into the future using our well-established, highest quality services combined with a proven, new generation approach. We will do our best to ensure a sustainable future for our team and clients.

We are also glad to announce that Sertaç Kökenek, one of Turkey’s leading lawyers and legal minds, will be joining us as a Senior Partner in this new structure. Mr. Kökenek was previously working at another global law firm’s Istanbul operations, where he was a Partner and spent 12 years. He will be leading the Advisory Practice and his areas of focus will be M&A / PE, Corporate, Employment and Compliance.

His experience in these fields allows him to have a firm grasp of numerous layers of an M&A transaction. This comes in handy for clients, especially during negotiation and closing phases. He advises national and international clients and has a deep knowledge of advisory practices. In addition to his M&A and PE experience, his successful track record on employment issues including stock option implications deserves special mention and he also has a profound knowledge about white collar crime & investigation.

Sertaç Kökenek graduated from Bahçeşehir University’s School of Law in 2006 as valedictorian and earned an LL.M. degree from the University of Cambridge, Faculty of Law in 2010 with a full Chevening scholarship.

As Moral | Kınıkoğlu | Pamukkale | Kökenek, we are excited to step towards a bright future, carrying the 55 years old legacy forward and we can’t wait to see what 100s look like!

Legal Business

Sponsored briefing: Understanding SAFEs and complexities in the ‘Simple’

I. Understanding SAFEs

SAFE is an acronym for ‘Simple Agreement for Future Equity’ that is concluded between investors and the target startups; where the investors give the funds to startups in advance, in exchange for a promise from the company to give shares to the investor at a future date when the startup raises money on a priced round. It is possible for the startups to sign SAFEs with numerous investors at the same time with different terms, as by nature, SAFEs let startups reward investors who are willing to move first by taking more risk, with lower valuations.

Legal Business

Sponsored briefing: Changing roles and expectations on the relationship between in-house legal counsels and law firms

The position of in-house legal counsel has been taking place effectively across the world since the beginning of the ’80s. This position comes forward with the headlines as in-house legal counsel, chief legal counsel (CLO), and head of legal are titles in common use nowadays. As these positions become widespread and with the proliferation of the legal departments in companies, the relationship between the law firms and in-house legal counsel has gained great importance.

The Relationship between In-House Legal Counsel and Law Firms

Taking numerous changes in today’s modern world into consideration, it can be easily said that the roles, perspectives and job descriptions of in-house legal counsel have been altered. Such change along with the various requirements has moved the longstanding relationship between in-house legal counsel and law firms to another dimension.

Let us consider the position that in-house legal counsel have reached. In a globalised world, the points that companies have reached and served have started to spread all over the world rather than a specific region while the growth rate of the companies has increased many times more. With the effect of that, economic environment, the competition dimension, the management perception and the changes on the distribution of tasks ended up with higher expectations from legal counsel such as taking commercial decisions, planning budgets, being aware of technological developments, shortly, working with full business awareness by effecting the in-house legal counsel’s perspective. Under these parameters, the companies offer enormous opportunities to legal counsel for innovation, leadership, and decision making at the highest levels – especially as companies have gone global. One of the most significant roles of in-house legal counsel, who started to have many hats such as risk manager, ethics and compliance officer, administrative official affairs, wise adviser, shows itself as ‘leadership’.

Looking at the last ten years’ in-house counsel positions, the in-house legal counsel had to work with and lead almost all departments within the company, it is an inevitable fact that today’s requirements have moved this figure into a position that conducts risk analysis and leads business decisions, even though we would be picturing a figure whose sole duty is evaluating the legal compliance of the decisions taken by the company and also trying to abstain to direct the commercial decisions. In the light of this reality, we can describe that the relationship and expectations between in-house legal counsel and law firms have evolved and transformed with the usual flow of the process. In order not to block off the flow, law firms are also expected to observe this process and keep up with today’s global and modern developments. The evolution of general counsel is examined through a conversation with the chief legal counsel of one of Turkey’s leading holdings who conveyed his experiences. He has observed this development by working in the same company for many years and witnessed that the profession has changed with the evolution of the opinion of legal view starting from compliance for technological developments well into commercial decisions. That was a great real-life experience.

A Role Comprising Strategy and Leadership

The expanding roles led lawyers to get more into the business world. Rather than evaluating the legal consequences of the commercial decisions taken by the company, law firms – which have the motive of efficiency, value and commercial awareness that shape the relationship between corporate identity and law – were among those preferred to be consulted by in-house legal counsel. Nowadays, the law offices that have a good grasp on the corporate memory of the represented company, are competent in assisting the company to achieve its strategic goals for different locations in a globalising world and which can expand its visions, stand out in this choice.

With the transition of in-house legal counsel from a figure just providing legal advice to a complex role covering strategy and leadership, the expectation that will affect the critical business decisions by providing a legal perspective as ‘more than a lawyer’ also shows itself for the law firms. The most significant reason for the increase of need for law firms are the growing business volume of in-house legal counsel and the expansion of the job description within the company. The emerging role of the law firms can be defined also the lawyers’ lawyer position. It can be easily said that while in-house legal counsel sit in the driver’s seat, the law firms are always ready for the duty as a co-pilot. Therefore, the need for an effective and powerful co-pilot brings out a search for quality.

The in-house legal counsel of a leading international company in the automotive sector, described this search as ‘effective, solution-oriented, fulfilling the requirements in a short time’ during a Legal 500 GC Summit. While ‘time, solution-oriented, correct and feasible answers’ increase preference, law firms, which can use their legal perspective on business-critical decisions within the scope of business strategy of the company, are in the leading role of the evaluated in-house legal counsel-law firm relationship.

Law firms that can use the legal perspective on critical decisions in terms of business within the scope of the company’s business strategy take the lead role of the transformed internal legal adviser-law firm relationship. The key issue is to understand the client’s business needs including its appetite for risk. At this point, the need for lawyers who blend law and commerce, follow up technological, economic and sectoral developments is not negligible. The evolution of the profession has also changed the definition of relationship management between in-house legal counsel and law firms. Being able to keep up with the fast-changing criteria and definitions that emerged in this context made the expanding role of lawyer more business-oriented. Adopting a critical role in managing corporate risk and strategic decisions, lawyers become the bilateral winner of this change and transformation.

For more information, please contact:

Vefa Reşat Moral, managing partner

Moral & Partners
Hakkı Yeten Caddesi Selenium Plaza No: 10C Kat: 16, Fulya, Beşiktaş, İstanbul

T: 0 212 232 35 95

Legal Business

Sponsored briefing: Effects of Covid-19 pandemic on private sector employment and applicable methods

As we stated in our publication dated 16 March 2020, the Covid-19 (Coronavirus) pandemic indicates that it is one of the most important projections on the employment relations between employer and employee. Under current circumstances; many employers have been carrying on or will carry on remote working (homeworking) in regard to their white-collar employees either for all of them or alternately until a further notice is made. The current status of the pandemic and the applicable solution methods particularly in the scope of employment relations in terms of the uncertainty of the pandemic’s spreading speed and the precautions taken by the government are examined in this publication.

1. The Solution Methods That Could Be Applied in Terms of Continuation of Employment Relation

Legal Business

Sponsored briefing: COVID-19 and its effects – Frequently asked question in context of labour law

Nowadays, witnessing the heavy effects of Covid-19 (Coronavirus), described as a ‘pandemic’ by the World Health Organization (WHO), on employee-employer relations, we share our evaluations regarding the issues put on the agenda by any employees and employers, here in this article in the form of frequently asked questions.

1. What sort of precautions can be taken in the workplace due to the pandemic?

Enterprises should determine the measures to be taken in the workplace and work areas, take decisions and implement them immediately such as providing and positioning disinfectants, following the hygiene rules and supplying masks through gathering the Occupational Health and Safety (OHS) committees. Necessary precautions should to be taken in terms of hygiene and cleaning, by working with occupational safety specialists and workplace doctors.

Legal Business

Sponsored briefing: Advisory Announcement of the Ministry of Trade on the Dividend Distribution of Companies during COVID-19 Outbreak

The letter that was sent to all chambers of commerce by the Turkish Union of Chambers and Commodity Exchanges (TOBB) on 1 April 2020, numbered 34221550-045.02-3392 referring to the letter of the Ministry of Trade (Ministry) dated 31 March 2020 (the Announcement) advises companies to preserve their equities during the COVID-19 pandemic. TOBB also made an advisory announcement regarding the need to limit the distribution of profits in order to prevent companies from falling into a state of capital loss and debt because of the outbreak. The Announcement recommends all companies, except state-owned enterprises, preserve their equities and in this regard, take the below principles into consideration for General Assembly meetings for the 2019 financial year that will be held this year.

How the Ministry recommends decisions to be taken on General Assembly meetings with regard to profit distribution?

Legal Business

Sponsored briefing: Legal effects of Covid-19 on the business life

Coronavirus, also known as COVID-19 (Coronavirus), has negatively affected business life in a very short period due to the precautionary measures taken in order to prevent its rapid spread, such as the ban on travelling, halt of production, quarantine practices, and national emergency resolutions, since its very first appearance in Wuhan, China. This epidemic, which has become a global threat, has been declared by the World Health Organization (WHO) to be a ‘pandemic’ (geographic epidemic above regions and groups) as of 11 March 2020.

The emergency measures that have been taken regarding Coronavirus have massively affected ongoing business life on a daily basis. Considering the unexpected and fast-moving nature of the epidemic, force majeure clauses in contracts and force majeure approaches of states and judiciary authorities have become one of the focal points of business people, shareholders and other market players, especially in terms of possible delays or non-performance in commercial relations. On the other hand, issues such as disruptions in supply and distribution chains, closure of workplaces and harbours, disruptions at customs, labour shortage and a decrease in consumption are interpreted as the preview of a global crisis. While the effects of the epidemic and the severity of the measures have increased day by day, we deem it helpful to address the effects of this pandemic from a multifaceted legal perspective within this article.

Legal Business

Sponsored briefing: Precautions and measures taken against Covid-19 pandemic

The Coronavirus pandemic, also known as Covid-19 (Coronavirus), which has been declared a ‘pandemic’ by the World Health Organization (WHO) as of 11 March 2020 and spread rapidly in our country in a short time, prepares the ground for a global social and economic crisis that may arise in the next few months, in addition to having a global health crisis. For this reason, governments, institutions, organisations and companies have taken action to take all measures in all respects, primarily protecting the public and human health, and then economic measures. In line with the measures taken in relation to the pandemic, efforts are made to prevent the damage caused by quarantine practices, closure of workplaces, import and export restrictions, and a reduction in consumption, and to reduce the negative impact of current measures.

The historical decrease in the Baltic Dry Index which is one of the most important indicators of world trade indicates the contraction in world trade while the record decrease in Brent Oil prices points to a decrease in production and growth. The mentioned economic indicators show that the economic contraction caused by the Coronavirus pandemic has spread all over the world.

Legal Business

Sponsored briefing: Precautions and measures taken against Covid-19 pandemic-II

In order to prevent the effects of the Coronavirus pandemic, also known as COVID-19 (Coronavirus), which has spread to the whole world, many precautions are being taken by governments, institutions and organisations. The precautions and measures taken in Turkey were examined in our previous article published on 23 March 2020 with the title ‘Precautions and Measures Taken against Covid-19 Pandemic’. As a continuation of our previous article, we hereby wish to mention the measures taken recently in light of the current developments.


‘The Law Amending Certain Laws numbered 7226’ (the Omnibus Bill) was published on the Official Gazette dated 26 March 2020 and numbered 31080. The measures taken to prevent the spread of the Covid-19 outbreak in our country have been enacted by the Omnibus Bill. In line with the measures taken in relation to the pandemic, regulations have been made on many issues such as the Ceasing of Proceedings, Conditions for Benefiting from the Short-Term Work Allowance, Compensation Time, and Lease Payments. You can reach the detailed content related to the Omnibus Bill from our article published on 27 March 2020 with the title ‘The Law Amending Certain Laws Numbered 7226 and Its Legal Reflections to Business Life’.

Legal Business

Sponsored briefing: Q&A – Vefa Resat Moral

How would you describe the current state of the Turkish legal market?

In two words, ‘fragile’ and ‘optimistic’. For the last half decade Turkey has been busy with national security, all types of elections, geopolitical developments and positioning, global mind games and, consequently, a recessed economy. Such uncontrollable developments are naturally pressing on business law and the legal market. Due to the above stated facts there have been several conditions precedent over the investment climate that negatively affect the legal market.

Given Turkey’s recent economic problems and the government’s new 5% growth target, how is this affecting your clients and what adjustments are they making given the current investment/economic climate?

All clients have been repositioning their status while revising business plans and budgets as the conditions are redealt with. Export and new markets are main ways out for manufacturing businesses as the Turkish lira has been devaluing over the past year. As a general overview, apart from clients’ short term, midterm loans have been restructured in a lot of big names in the Turkish market where our clients may have benefited. Clients aim to be transformed to sharp sharks from big whales by trying to increase profitability rather than revenues via certain measures such as cost cutting, reduction of headcount, prolonging maturities and other measures over procurement.

How can you and your clients mitigate the risks should there be an economic downturn?

Generally, they have been extremely diligent over their risk management in order to avoid potential unexpected disputes. They reduce national sales since there may be collateral problems with their dealer or clients. Therefore, they have been transformed conservatively by reducing their appetite for risk. Since collection and maturity are two big problems in the national market, they try to increase their liquidity. As stated above, they also experience certain day-to-day measures when trying to increase their export, while exploring new markets as much as possible. Furthermore, potential collaborations, alliances and partnership opportunities have been increased, since clients need market expansion.

What practice areas are busy and why, and which are the biggest originators of work, and why?

In the beginning of 2019, we have been appointed by two leading conglomerate companies in Turkey active on wide areas of business such as FMCG [manufacturing, fast-moving consumer goods], energy and logistics. As we also advise them on dispute resolution, litigation and employment, we took over more than 3,000 files from ten different law firms. That means our dispute resolution, litigation and employment departments have been very busy.

As a compliance department, we have also been appointed by several worldwide big names on wide areas of practice such as technology, FMCG, entertainment and cryptocurrency. Therefore, the compliance team is always busy and this is also an optimistic development regarding Turkey, with newcomers considering entering the market.

The M&A department has always been regularly active, especially for the last three to four years as we have been into ten law firms on deal counts under reputable tracking platform records. Despite the negative developments stated above, the first two to three quarters of the year were slow, however there have been optimistic developments that will keep our teams busy.

What changes have you noticed this year in the type and origin of work?

M&A work has slowed down due the stated political, geopolitical and financial developments, while dispute resolution, employment and compliance work have been substantially increased. We have the advantage of being a full-service firm with a strong, multi-skilled team.

Do you anticipate a resurgence in infrastructure/project finance?

Not in the short term as the market has reached saturation. However, there may be a spring in the mid term.

How is the local dispute resolution market – what types of disputes are prevalent?

Always busy even if the clients try to reconcile and diligently mitigate the risks. Our dispute resolution department both focuses on mass commercial disputes and employment disputes from well-respected clients, but also a high number of niche, unique cases that may turn into litigation battles.

The Turkish central bank’s drive to reboot growth, slashing benchmark rates by 7.5% since July and offering incentives for banks to offer credit – what impact is that having on bank advisory work?

Unfortunately, that was not efficiently reflected in the real market, excluding restructurings.

Which sectors are of most interest to M&A/private equity investors?

Export-oriented manufacturing, technology, e-commerce, services, energy and F&B [food and beverage].

What Turkish legislation has provided an impetus to foreign direct investment (FDI) and in which sectors?

There are certain legislations that were brought in for simplifying the investment climate, employment incentives and increasing free zones. However, there were also legislative developments questioned by foreign investors, such as limitations on contracts with foreign currencies, which kept legal world very busy. Currently VW’s choice of Turkey as a greenfield hub will certainly be a great indicator for FDI.

As the Turkish energy sector is being rapidly reshaped, what opportunities does this provide?

The market has been energetic for the last two years due to national tenders on renewable energy. Such tendered projects will most probably be the subject of takeovers that will increase the energy M&A market.

What impact is there for Turkish companies in compliance with global regulations and new national regulations, eg Turkish Data Protection Law, modelled on GDPR?

Data protection compliance in line with GDPR has been a trending topic since 2016. However, apart from highly affected sectors such as healthcare, banking, insurance and retail, international companies and some conglomerates have high corporate governance and awareness levels. More than 50% of the Turkish business world is not yet compliant with legislations. That has kept a new legal services market despite the cost concerns of the business world, especially when considering the high amount of consequences in administrative, financial and legal due to non-compliance.

For more information, please contact:

Vefa Reşat Moral, managing partner, Moral & Partners

T: +90 212 232 3595

Moral & Partners