Defense & Aerospace
Commercial Enterprise at the Intersection of State Interest
Defense and aerospace operate at the intersection of commercial enterprise and state interest. Operators in this sector face a regulatory framework unlike any other industry — export controls applied extraterritorially, offset and industrial participation obligations, classified information handling, and direct interface with state procurement authorities. The sector spans major system integrators, defense electronics manufacturers, unmanned systems producers, aerospace and naval companies, MRO operators, space industry participants, and the supply chains that connect them.
Mermeroglu Legal advises defense manufacturers, aerospace companies, suppliers and state counterparts, coordinating with applicable foreign law through experienced partners. Türkiye has developed one of the most rapidly expanding defense industrial bases globally, with domestic capacity now extending across land, air, naval, electronic warfare, space and unmanned systems, and an export footprint reaching over 170 countries. The sector is administered by the Presidency of Defence Industries (SSB) under Law No. 3238, with strong industrial localisation and offset requirements applicable to imports.
Legal Framework
Three Foundational Dimensions
The Procurement Framework
Defense procurement operates under legal regimes distinct from commercial or public procurement — classified requirements, industrial security conditions, offset obligations, performance specifications enforceable by state authorities, and termination-for-convenience rights exercisable at the state's discretion. In Türkiye, the framework is administered by SSB under Law No. 3238, with separate procurement rules governing classified programs. A defense contractor must understand not only the contract terms but the statutory framework within which those terms are enforced and the institutional context in which disputes are resolved.
The Export Control Stack
A single defense export from Türkiye may require compliance with the Turkish defense industrial export framework, the export control regime of any third country whose technology is incorporated in the product, the procurement law of the buyer state, and the sanctions regimes applicable to the parties. US ITAR and EAR operate extraterritorially and apply to non-US persons handling US-origin defense articles or dual-use items. The Wassenaar Arrangement and EU Dual-Use Regulation (2021/821) shape the national control lists of participating states. End-use certifications and post-shipment verification obligations bind both exporters and importers.
The Industrial Participation Obligation
Offset and industrial participation obligations are standard features of large defense procurement contracts across Türkiye, the MENA region and many other markets. These obligations — which may include local content commitments, technology transfer to domestic industry, co-production arrangements, reciprocal procurement and investment — create legally binding obligations that run for years beyond contract delivery. Their negotiation, structuring, compliance tracking and enforcement require specialist legal input. In Türkiye, SSB administers the offset framework with detailed guidelines on eligible activities, valuation and multipliers.
Sub-Sectors
Defense Manufacturing & Integration
Legal advisory for prime contractors and system integrators across land, air and naval platforms — covering government procurement contracts, prime and subcontractor arrangements, SSB framework compliance, offset agreement structuring, industrial participation obligations and contractual risk allocation in defense production programmes.
Aerospace & Aviation
Legal support for commercial and military aerospace manufacturers and aviation programme participants — covering aircraft production agreements, type certification compliance, SHGM regulatory advisory, international airworthiness frameworks, joint development agreements and airframe and component supply chain contracting.
Unmanned Systems
Advisory for manufacturers and operators of unmanned aerial, ground and surface vehicles — covering procurement contracts, technology licensing, export control compliance under ITAR, EAR and MTCR frameworks, airspace regulatory authorisations, IP protection and cross-border sale and delivery arrangements for UAV, UGV and USV platforms.
Naval Systems & Shipbuilding
Legal support for naval shipbuilding programmes and marine defense system suppliers — covering naval procurement contracts, shipyard agreements, technology transfer and co-production arrangements, export licensing for naval platforms, warranty and performance obligations and the legal framework for international naval cooperation programmes.
Cyber Defense
Legal advisory for cyber defense companies and government cybersecurity programme participants — covering procurement of cybersecurity solutions, classified information handling obligations, software licensing in defense contexts, dual-use data flow controls and the legal framework for cyber incident response and electronic warfare systems.
Defense Electronics & Avionics
Advisory for defense electronics manufacturers and avionics suppliers — covering radar, sensor, electronic warfare and communications system supply contracts, technology transfer and co-production arrangements, export control compliance for controlled electronics and software, IP protection and offset obligation management.
Maintenance, Repair & Overhaul (MRO)
Legal support for military and commercial MRO operators — covering MRO service agreements, performance-based logistics contracts, spare parts supply arrangements, SHGM and military airworthiness approvals, warranty claims management and the legal structuring of long-term sustainment contracts for defense platforms and equipment.
Space Industry
Legal advisory for space industry participants — covering satellite manufacturing and launch contracts, space frequency and orbital slot licensing, space law treaty compliance, technology transfer and export control for space technologies, joint venture structuring and the legal framework for participants in Türkiye's national space programme.
Practice Intersections
Practice Areas Engaged in This Sector
Defense and aerospace sector mandates typically engage several practice areas simultaneously. The principal intersections are set out below.
- International Trade & Customs — export licensing, sanctions compliance, dual-use control and customs treatment of defense and dual-use items.
- Foreign Direct Investment & Market Entry — joint ventures, technology transfer arrangements and foreign investment in defense industrial operations.
- Intellectual Property — defense technology IP, dual-use patent strategy, trade secret protection and licensing of controlled technologies.
- White-Collar Defense & Transnational Crimes — FCPA, UK Bribery Act and OECD Anti-Bribery Convention compliance and defense in anti-corruption investigations.
- Mergers & Acquisitions — defense industrial acquisitions, joint ventures and FDI screening compliance.
- International Arbitration & Disputes — defense contract disputes, procurement challenges and disputes under government-to-government arrangements.
- Corporate Law — defense industrial corporate structuring, joint venture formation and licensing arrangements.
- Data Protection & Technology Law — classified information handling, cybersecurity compliance and dual-use data flow controls.
- Construction, EPC & FIDIC — defense infrastructure and facilities construction, performance bonds and contractor disputes in defense projects.
- Tax & Cross-Border Structuring — holding structures for defense industrial groups and transfer pricing for intra-group technology licensing.
Regional Reach
Regional Market Profiles
The defense and aerospace sector reflects the security and strategic posture of states rather than ordinary market dynamics. Global military expenditure exceeds 2.4 trillion United States dollars annually, with the commercial aerospace sector adding substantial additional revenue. Mermeroglu Legal advises on defense and aerospace mandates engaging the legal and regulatory frameworks of the following regions and jurisdictions:
Africa represents a significant export market for Turkish defense industry — particularly in unmanned systems, armoured vehicles and naval platforms — with local industrial participation requirements increasingly common in larger procurement programmes across Egypt, Algeria, Morocco, Nigeria and South Africa.
For detailed advice on jurisdictions not listed above — including emerging defense procurement regimes, country-specific offset frameworks or jurisdiction-specific export licensing procedures — please direct your enquiry through the firm's contact channels.
Standards & Instruments
Principal International Instruments
Defense and aerospace operations engage a layered framework of international instruments addressing arms control, export licensing, anti-corruption and dispute resolution. The most operationally significant include:
Wassenaar Arrangement
Multilateral export control arrangement on conventional arms and dual-use goods and technologies, with 42 Participating States including Türkiye. The Arrangement provides agreed control lists that form the basis of national export control regimes across the participating states and is the principal multilateral framework for conventional arms export licensing.
Missile Technology Control Regime (MTCR)
Multilateral export control regime addressing the proliferation of missile and unmanned aerial vehicle technology capable of delivering weapons of mass destruction. The MTCR has 35 partner countries including Türkiye and establishes a guidelines and control list framework that is operationally significant for UAV manufacturers and missile system exporters.
US ITAR & Export Administration Regulations (EAR)
Extraterritorial US export control regimes affecting the cross-border transfer of US-origin defense articles and dual-use items. The regimes apply to non-US persons handling controlled items and impose substantial compliance obligations on defense and aerospace operators with US-content products or US-person personnel — regardless of where the transaction occurs.
EU Dual-Use Regulation (2021/821)
The European Union framework regulating the export, brokering, transit and transfer of dual-use items. Applies directly in the EU Member States and is implemented in part by Türkiye through Customs Union arrangements. The Regulation's control lists align closely with the Wassenaar Arrangement and are operationally significant for Turkish exporters with EU-content components.
Arms Trade Treaty (2014)
Multilateral treaty regulating the international trade in conventional arms, including small arms, battle tanks, combat aircraft and warships. In force and ratified or acceded to by over 110 States. Türkiye has signed but not ratified the Treaty — a distinction with practical implications for Turkish defense exporters operating in ATT-party markets.
OECD Anti-Bribery Convention (1997)
The Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, in force since 1999 and binding on Türkiye as a signatory. Particularly significant in the defense sector, where state-to-state procurement, intermediary use and agency arrangements create elevated foreign bribery exposure under FCPA, UK Bribery Act and equivalent regimes.
New York Convention (1958)
The Convention on the Recognition and Enforcement of Foreign Arbitral Awards is the principal instrument for enforcement of commercial arbitration awards arising from defense contracts. In force in over 170 States, including Türkiye (since 1991). Defense contracts frequently specify ICC, LCIA or ICSID arbitration with the New York Convention as the enforcement mechanism.
Our Approach
How Mermeroglu Legal Engages
Defense mandates typically engage at least three legal systems: the law of the procuring state, the law of the supplier's home jurisdiction, and the export control jurisdiction — or jurisdictions — governing the underlying technology. A single defense export from Türkiye may involve compliance with the Turkish defense industrial framework, the export control regime of any third country whose technology is incorporated, the procurement law of the buyer state, and the sanctions and anti-corruption regimes applicable to the parties. 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 international trade and export control, public procurement, technology and IP, anti-corruption and corporate 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 Washington DC, London, Brussels and the Gulf.
We recognise that defense work places particular weight on confidentiality, document handling and information security practices. The firm's engagement protocols for defense mandates are structured to accommodate the elevated confidentiality obligations that apply to classified and sensitive procurement information.
Initial enquiries relating to defense and aerospace matters may be directed to the firm's main contact channels. Where the matter concerns a specific transaction, dispute or regulatory question, the firm will identify the relevant matter principal and constitute the appropriate internal and alliance team.
INITIAL ENQUIRIES
Defense and aerospace mandates are handled through coordinated internal and alliance teams with export control, procurement and transactional expertise across jurisdictions.
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