Banking & Finance
Lending, Security & Financial Regulatory Advisory
Banking and finance practice operates within a structurally regulated environment unlike any other commercial discipline — capital requirements, prudential supervision, lender protections and collateral frameworks that have been refined through successive financial crises. A cross-border financing engages multiple national prudential regimes, the law governing the facility documentation, the law of the security and the operational realities of multi-jurisdictional enforcement.
Mermeroglu Legal advises lenders, borrowers, sponsors and financial institutions across the full range of banking and finance work, coordinating with applicable foreign law through experienced partners. The firm acts on both lender-side and borrower-side mandates, providing integrated advice on facility documentation, security structuring, regulatory compliance and enforcement.
Legal Framework
Three Foundational Concepts
The Credit Obligation
The borrower's promise to pay, established through the facility agreement and ancillary documentation. In international practice, the principal market-standard documentation follows LMA (Europe), LSTA (US) and APLMA (Asia) forms — providing a substantially harmonised framework for syndicated lending, term loan facilities and revolving credit arrangements.
The Security Package
The lender's protection against non-payment, constructed under the law of the jurisdiction in which the collateral is located. Pledges over Turkish shares, mortgages over Turkish real estate and assignments of Turkish receivables operate under Turkish law and formality requirements — even where the underlying facility is governed by English law. The cross-border banking practitioner must master both the substantive facility documentation law and the local-law security frameworks in each relevant jurisdiction.
The Regulatory Framework
The prudential framework governing lenders — Basel III, the EU Capital Requirements Regulation, the Federal Reserve Capital Rules, the BDDK prudential framework in Türkiye — shapes lending economics through capital adequacy requirements, large exposure limits, leverage ratios and liquidity requirements. Structuring transactions that are both bankable for the lender and commercially viable for the borrower requires command of these prudential constraints.
Service Areas
Syndicated & Bilateral Lending
Legal advisory on syndicated loan facilities and bilateral credit agreements — covering facility structuring, LMA-based documentation, conditions precedent, representations, covenants and events of default for lender and borrower clients across jurisdictions.
Project Finance
Structuring and documenting project finance transactions for energy, infrastructure and PPP concession projects — including ECA-supported transactions, reserve-based lending for mining operations and performance bond structures for contractor receivables.
Acquisition Finance
Structuring and documenting debt financing for M&A transactions — including leveraged buyout facilities, bridge financing, mezzanine arrangements and intercreditor agreements aligned with deal structure and transaction timeline requirements.
Real Estate & Development Finance
Legal support for senior mortgage finance, mezzanine debt, hotel financing and real estate development finance — covering mortgage documentation, land registry formalities, title due diligence and security enforcement procedures.
Trade Finance & Supply Chain
Advisory on letters of credit, documentary collections, bank guarantees, standby LCs and supply chain finance structures — covering UCP 600 compliance, issuer and beneficiary obligations and cross-border trade payment risk management.
Islamic Finance
Legal structuring of Sharia-compliant finance products — including murabaha, ijara, sukuk and diminishing musharaka — ensuring compatibility with Turkish law requirements and AAOIFI standards for participation banking and cross-border Islamic finance transactions.
Security Packages & Collateral
Drafting and perfecting comprehensive security packages — including mortgages, pledges over shares and movable assets under Law No. 6750, account assignments, guarantee structures and intercreditor arrangements — ensuring enforceability under Turkish law and relevant foreign jurisdictions.
Loan Restructuring & Refinancing
Legal advisory on out-of-court loan restructurings, debt refinancing, waiver and amendment processes, standstill agreements and coordinated creditor arrangements — for both distressed borrowers and lender-side workout and enforcement strategies.
Banking Regulatory Compliance
Advisory on BDDK (Banking Regulation and Supervision Agency) requirements — licensing, capital adequacy, large exposure limits, related-party transaction rules and regulatory reporting obligations — alongside cross-border compliance with Basel III, CRR and applicable foreign prudential frameworks.
Ship, Aircraft & Asset Finance
Legal structuring of ship finance, aircraft finance and logistics infrastructure financing — including mortgage and security registration, flag state requirements, leasing structures and enforcement procedures under applicable maritime and aviation law frameworks.
Sector Intersections
Sectors in Which This Practice is Engaged
Banking and finance work touches every sector with substantial capital requirements. The principal sector intersections include:
- Energy & Renewables / Oil & Gas — project finance, refinancing and ECA-supported transactions for utility-scale energy assets.
- Construction & Infrastructure — project finance for PPP and concession projects, performance bond infrastructure and contractor receivables.
- Real Estate & Hospitality — senior mortgage finance, mezzanine debt, hotel financing and real estate development finance.
- Mining & Metals — reserve-based lending, prepayment structures and streaming finance for mining operations.
- Manufacturing & Industrial Products — working capital facilities, supply chain finance and asset-based lending.
- Transport & Logistics — ship finance, aircraft finance and logistics infrastructure financing.
- Financial Institutions — interbank lending, bank capital instruments and inter-financial-institution credit arrangements.
- Technology, Media & Telecommunications — venture debt, growth lending and telecommunications infrastructure financing.
- Bullion & Money Exchange — bullion banking arrangements, gold-backed lending and FX trading facilities.
Jurisdictional Reach
Cross-Border Lending Advisory
Banking and finance frameworks vary substantially across jurisdictions in the design of prudential regulation, the framework for security creation and enforcement, and the regulatory framework for cross-border lending. Mermeroglu Legal advises on transactions engaging the legal and regulatory frameworks of the following jurisdictions, among others:
Cross-border lending to Turkish borrowers is regulated under the Foreign Exchange Regulation (Decree No. 32) and implementing communiqués issued by the Ministry of Treasury and Finance. Foreign lenders typically provide cross-border facilities to Turkish borrowers under English-law-governed LMA documentation, with Turkish-law security packages covering Turkish assets.
For detailed advice on jurisdictions not listed above — including emerging FDI regimes, country-specific screening procedures or jurisdiction-specific timing and filing requirements — please direct your enquiry through the firm's contact channels.
Standards & Instruments
International and Regional Instruments
Cross-border banking and finance work engages a framework of international standards, accords and documentation conventions. The most operationally significant include:
Basel III / IV Standards
The Basel Committee standards form the foundation of international banking prudential regulation, providing the framework for capital adequacy, liquidity and leverage standards — with phased implementation through 2028.
LMA / LSTA / APLMA Documentation
The Loan Market Association (Europe), Loan Syndications and Trading Association (US) and Asia Pacific Loan Market Association forms provide the industry-standard framework for syndicated lending and cross-border facilities.
ISDA Master Agreements
The ISDA 1992 and 2002 Master Agreement framework, and the substantial body of ISDA Definitions, provides the foundational documentation for OTC derivatives — including interest rate swaps, currency swaps and credit derivatives.
AAOIFI Standards for Islamic Finance
AAOIFI Shariah Standards provide the principal international framework for Islamic finance documentation — including murabaha, ijara and sukuk — and are operationally significant for cross-border Islamic finance involving Turkish, Gulf and Asian parties.
Equator Principles
Adopted by over 130 financial institutions globally, the Equator Principles provide the framework for environmental and social risk management in project finance. They are routinely incorporated into project finance documentation above the relevant threshold.
Türkiye's BITs & Tax Treaties
Türkiye's extensive network of bilateral investment treaties and double taxation agreements is operationally significant for cross-border lending — including withholding tax on interest payments and the protection of foreign lenders' rights in Turkish assets.
Our Approach
How Mermeroglu Legal Engages
Banking and finance mandates routinely engage the law of the facility documentation, the law of the security and the regulatory framework of the lender's home jurisdiction. Our practice is structured to coordinate across those legal systems through a single point of accountability.
Each mandate is led by a single matter principal at the firm, supported by an internal team drawing on banking and finance, capital markets, corporate, restructuring and regulatory practices. Where the matter requires advice on the law of jurisdictions outside Türkiye, we work through long-standing alliance arrangements with foreign counsel, including in London, New York, Luxembourg, Frankfurt, the Gulf and Asia.
Our approach places particular emphasis on the security package design and the documentation of conditions precedent. The security package is what distinguishes a secured creditor from an unsecured one; conditions precedent are what distinguish a binding commitment from an executory one. We treat both as substantive legal work warranting careful attention.
We maintain continuing relationships with both lender-side and borrower-side clients, providing standing access to advice on facility administration, covenant compliance, security maintenance and regulatory engagement.
INITIAL ENQUIRIES
Cross-border financings and complex multi-jurisdictional matters are handled through coordinated internal and alliance teams.
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