Mergers & Acquisitions
Strategic Legal Advisory for Cross-Border Transactions
An M&A transaction is rarely a single legal exercise — it is a coordinated sequence of regulatory clearances, contractual negotiations and post-closing integration matters that frequently engage every legal discipline within a firm. Where the transaction crosses borders, the practitioner must also navigate competing merger control regimes, foreign subsidies review, FDI screening and divergent disclosure and shareholder protection rules.
Mermeroglu Legal advises strategic buyers, financial sponsors and target companies on transactions involving Türkiye and the broader region, coordinating with applicable foreign law through experienced partners.
The firm delivers coordinated legal advisory through a centralised transaction strategy supported by international partner law firms — ensuring consistency, legal certainty and efficient execution across jurisdictions, from early-stage planning to closing and post-transaction integration.
Regulatory & Deal Frameworks
- EU Merger Regulation (EUMR)
- EU Foreign Subsidies Regulation (FSR)
- US Hart-Scott-Rodino (HSR) & CFIUS
- UK CMA & National Security & Investment Act
- ICN Recommended Practices
- OECD Recommendation on Merger Review
- Bilateral Investment Treaties
The Underlying Legal Logic
The legal architecture of an M&A transaction reflects a fundamental tension the practitioner manages throughout the deal: the buyer seeks comprehensive contractual protection against information asymmetry, while the seller seeks finality and limited residual exposure. The entire transactional structure — due diligence, representations and warranties, indemnification, closing conditions, post-closing covenants and recourse mechanisms — exists to mediate that tension under the substantive law governing the transaction.
Three structural elements determine the legal character of any transaction. The first is the deal form — share purchase, asset purchase, merger, scheme of arrangement, tender offer or hybrid — each engaging distinct tax, regulatory, employment and successor-liability consequences. The second is the governing law of the principal documents, typically the target's law for share purchases or a neutral commercial law (most commonly English or New York law) for the SPA, with mandatory local law applying to corporate transfer mechanics.
The third structural element is the regulatory architecture overlay — merger control clearance, foreign direct investment screening, sectoral consents, foreign subsidies review and shareholder approvals — each with its own threshold, filing requirement, substantive standard and timing. The interaction of these clearances with closing conditions and termination rights is one of the central drafting challenges of any cross-border transaction.
Transaction Advisory & Deal Structuring
Mermeroglu Legal advises on the full lifecycle of M&A transactions, from early-stage transaction planning to closing and post-transaction integration. Advisory work includes share and asset acquisitions, minority and majority investments, joint ventures, strategic partnerships, and management buy-outs and buy-ins.
Transaction structuring focuses on aligning commercial objectives with regulatory requirements, tax considerations, governance design and exit strategy planning, ensuring that transactions remain flexible, enforceable and sustainable.
Legal Due Diligence & Risk Assessment
Legal due diligence is a core component of effective transaction execution. The firm conducts focused and risk-oriented due diligence covering corporate, commercial, regulatory, employment, intellectual property, real estate, litigation and ESG-related matters.
Rather than producing purely descriptive reports, due diligence findings are integrated directly into deal structuring, pricing mechanisms, warranties, indemnities and closing conditions to support informed decision-making and risk allocation.
Negotiation & Transaction Documentation
Mermeroglu Legal advises on the negotiation and drafting of key transaction documents, including share and asset purchase agreements, shareholders' agreements, joint venture agreements, disclosure letters and ancillary documentation. Advisory services focus on warranties and indemnities, escrow and earn-out mechanisms, conditions precedent, closing mechanics and post-closing obligations, ensuring that documentation reflects both legal protection and commercial intent.
Financing & Post-Transaction Integration
The firm supports acquisition finance structures, security packages and collateral arrangements in coordination with lenders and financial advisors. It also advises on post-merger integration matters, including corporate restructuring, governance harmonisation and compliance alignment — managing the transaction as a continuous process rather than fragmented steps.
Service Areas
Regulatory, Competition & FDI Approvals
Cross-border M&A transactions are frequently subject to merger control, foreign direct investment screening and sector-specific regulatory approvals. The firm advises on regulatory strategy, filing requirements and interaction with competition and investment authorities — enabling efficient planning and reducing execution risk.
Deal Structuring & Documentation
From share and asset acquisitions to joint ventures and management buy-outs, the firm structures and documents transactions to align commercial objectives with tax, governance and exit considerations — covering SPAs, shareholders' agreements, warranties, indemnities and earn-out mechanisms.
Financing & Integration
The firm supports acquisition finance structures, security packages and collateral arrangements in coordination with lenders, and advises on post-merger integration — corporate restructuring, governance harmonisation and compliance alignment across the combined group.
Sectors in Which This Practice is Engaged
M&A activity touches every sector of the economy, although the intensity of regulatory scrutiny, the structure of due diligence and the post-closing integration challenges vary substantially. The principal sector intersections are as follows:
- Financial Institutions — qualifying holding approvals, capital adequacy preservation and consolidated supervision considerations.
- Technology, Media & Telecommunications — the largest single sector by deal value globally, with intensive antitrust, data protection and FDI scrutiny.
- Energy & Renewables and Oil & Gas — asset and corporate transactions, often combined with project finance refinancing and licence transfer formalities.
- Manufacturing & Industrial Products — strategic consolidation, supply chain optimisation and competitor acquisitions.
- Defense & Aerospace — invariably subject to FDI screening and frequently to sectoral defense industry consents.
- Mining & Metals — asset transactions, royalty and stream transactions and listed mining company acquisitions.
- Real Estate & Hospitality — corporate and asset transactions, hotel operator change-of-control and platform acquisitions.
- Construction & Infrastructure — acquisition of construction businesses, joint venture restructuring and concession transfers.
- Financial Sponsors — private equity, growth equity, sovereign wealth and infrastructure fund transactions across all sectors.
Comparative Jurisdictional Overview
M&A regulatory frameworks vary substantially between jurisdictions in the design of merger control, the treatment of minority protection, the strictness of public takeover regulation and the interaction with FDI and foreign subsidies regimes. Mermeroglu Legal advises on transactions engaging the legal and regulatory frameworks of the following principal M&A jurisdictions, among others:
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.
International and Regional Instruments
Cross-border M&A is shaped by a layered framework of bilateral and multilateral instruments addressing investment protection, dispute resolution and procedural cooperation between competition authorities. The most operationally significant include:
ICN Recommended Practices
The International Competition Network's harmonising guidance on merger notification, review, remedies and international cooperation across 140 competition authorities — routinely cited in soft-law convergence efforts.
OECD Recommendation on Merger Review (2005)
High-level guidance on the design and operation of merger review systems, including efficient and effective review, predictability, transparency and procedural fairness.
Bilateral Investment Treaties
Türkiye's network of over eighty BITs provides cross-border investors with fair and equitable treatment, protection from unlawful expropriation and direct access to international arbitration — significant in post-closing disputes involving host-state intervention.
EU Merger Regulation (139/2004)
Establishes the "one-stop shop" for concentrations with a Union dimension, implemented through detailed procedural and substantive guidance published by the European Commission.
EU Foreign Subsidies Regulation (2022/2560)
Provides the framework for review of foreign financial contributions in concentrations and public tenders, operating in parallel with EU merger control and Member State FDI screening for transactions involving state-linked acquirers.
Cooperation & Hague Conventions
Authority cooperation agreements (EU/US, EU/Japan, the G7 Competition Compact) facilitate cross-border review, while the Hague Service and Evidence Conventions govern cross-border process and evidence-gathering in M&A litigation.
Recent Decisions & Legislative Reform
The past three years have produced a substantial body of M&A jurisprudence and regulatory reform shaping deal structuring, regulatory interaction and post-closing dispute resolution. The following are illustrative; specific transaction risk assessment should be obtained for relevant deals.
- Illumina/Grail (ECJ, Sept 2024) — annulled the Commission's Article 22 jurisdiction over a below-threshold deal, constraining call-in powers; revised Article 22 Guidance followed in 2025.
- e&/PPF Telecom (EC FSR, Sept 2024) — the first Phase 2 Foreign Subsidies decision, approved subject to commitments on UAE state-linked financing.
- Microsoft/Activision Blizzard (UK CMA, 2023) — cleared after initial prohibition, subject to divestiture of cloud gaming rights to Ubisoft.
- Kroger/Albertsons (US, Dec 2024) — preliminary injunction blocking the deal on structural concentration grounds; subsequently terminated.
- Adobe/Figma (abandoned, 2023) — abandoned amid UK CMA and EC opposition, underscoring concurrent multi-jurisdiction assessment.
- EU — FSR operationalisation (2023–2026) — mandatory notification since October 2023; FSR Guidelines expected January 2026.
- US — revised HSR Form (Feb 2025) — materially expanded disclosure including deal rationale, prior acquisitions and labour information.
- UK — Digital Markets, Competition & Consumers Act (2024) — Strategic Market Status regime, a small-mergers exemption and expanded CMA powers.
- Türkiye — Competition Authority guidelines (2024–2025) — updated horizontal merger guidelines and an expanded filing pipeline from the technology-sector target threshold.
- India / UAE — threshold & regime reform — India's INR 2,000 crore deal-value threshold (Sept 2024) and the UAE's expanded Competition Law (Dec 2023).
Our Approach
Integrated, Cross-Border Transaction Advisory
M&A mandates routinely engage at least three legal systems concurrently: the law of the target, the law of the acquirer's home jurisdiction and the law of the financing source — with further regulatory regimes layering on where clearance is required in multiple jurisdictions. Our practice coordinates across those systems through a single matter principal, supported by an internal team drawing on corporate, regulatory, tax, employment and competition practices, and long-standing alliance arrangements with foreign counsel in the principal European, US, Gulf and Asian merger control jurisdictions. We place particular emphasis on front-end structuring and a disciplined, materiality-based approach to due diligence focused on what will affect price, structure, indemnification or post-closing strategy.
- Front-end structuring of acquirer vehicle, stake, deal form and timing
- Coordinated merger control, FDI screening and foreign subsidies strategy
- Materiality-based due diligence and risk-allocated documentation
Discuss Your Transaction
Contact us to discuss a domestic or cross-border M&A matter and how we can support your transaction across jurisdictions.
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