Miran Legal

Commercial law; is a sub-branch of law that covers all trade-related legislation. It regulates commercial relations, exchanges and rights of the parties between businesses, chandlers and individuals in general.

Even though the verdicts in regards to Commercial Law are generally brought up together in the Commercial Law, there are also regulations in various laws such as the Capital Market Law, Banking and Credit Cards Law. As for the Turkish Trade Act; it has been arranged in 6 books which are as following; Commercial Business Law, Corporate Law, Law of Commercial Papers, Transportation Law, Maritime Law and Insurance Law.

Commercial Law is one of the widest branches of law that covers all commercial activities that we encounter in all areas of life. As a matter of fact, even the smallest transactions carried out throughout the day and have an impact on the economy are within the context of the Commercial Law, without even realizing it. Hence, business activities are getting more and more complicated day by day; professional guidance is needed more each day in order to ensure that the aforementioned activities are carried out in line with the law or to sort out the disputes that arise.

The fact that Commercial Law is such a wide branch of law and that it is encountered in daily life to this extent makes it to be related to many other branches of law, especially the Law of Obligations. In this case, a team of experts will be needed not only in Commercial Law but also in other branches of law that might be related to Commercial Law.

As Miran Legal, we provide the following services and consultancy to ensure that the commercial activities of our clients operating in the country and abroad are carried out within the framework of the most up-to-date legal developments and to sort out the disputes arising as a result of commercial activities.

 

• Establishing national and foreign companies,
• Preparation of charter, articles of association and stockholders’ agreements of companies,
• Making of bureaucratic procedures and applications,
• Establishment of liaison offices and branches,
• Making of business combinations, acquisitions, changes of kind and company purchase and sale transactions,
• Carrying out the transactions of share trading and pledge of shares,
• Carrying out the transactions of share certificate and debenture bond,
• Carrying out the transactions regarding the management and acquisition of securities,
• Preparation of ordinary and extraordinary general assemblies of joint stock companies and following up the registration procedures,
• Preparation of stockholder board resolutions of limited companies and following up the registration procedures,
• Carrying out the transactions general board and board of management,
• Cancellation of general board resolutions,
• Eventuation of capital increases and reductions,
• Eventuation of foreign capital transfers,
• Providing consultancy on investment incentives and carrying out the transactions regarding incentives,
• Reconstruction operations,
• Execution of claims, termination and compensation cases arising from commercial relations and contracts,
• Execution of lawsuits and transactions regarding Competition Law disputes,
• Managing the discharge process.

Banks are the fundamental institutions essential for the motion of the economy, the distribution of resources and the execution of daily financial transactions. In parallel with the development of national and international economies, the increase in globalization has made the financial sector very important. Therefore, the financial sector is one of the most fundamental points of daily life. Banking and Finance Law is the branch of law that considers, regulates and examines the financial sector with its public dimensions.

Today, Turkey has become a financial center in the globalizing world market, Istanbul in particular. As a result, Banking and Finance Law has acquired a great importance in our country.

It has become an obligation for commercial companies to act in accordance with the economy that is constantly changing and transforming in the stages of globalization by expanding their establishment, growth and business scope. As a requirement of this obligation, commercial companies act in accordance with a specific economic plan and take essential protective and preventive measures; they also need professional legal support in order to sort out the disputes that may occur.

As Miran Legal, we operate in the national and international follow-up of all kinds of judgments and arbitration remedies regarding Banking and Finance Law. The main services we provide in this field can be listed as follows.

 

• Execution of the processes of capital leasing,
• Execution of the processes of factoring,
• Settlement, litigation or arbitration of disputes arising from loan agreements and borrowings,
• Eventuation of transactions of executive proceeding,
• Project finance, establishment and operation of Banks and Financial Institutions, legal consultancy services for investments to be made in Turkey,
• Representation of companies at the banks and financial institutions during the provision of loans.

If more than one company come together under the same roof, this shall be referred to as a merger. The acquisition of all or a part of another company by a company is expressed with the concept of takeover. Reducing competition between companies, increasing the company's share of the market, increase of productivity, growth and strengthening are the most important reasons for mergers and acquisitions. Achieving these objectives constitutes great importance for the existence, continuity and development of companies. Due diligence, however, is one of the most important concepts in company merger and acquisition procedures. The term due diligence can be literally described as necessary, reasonable and necessary attention and care. It expresses the required care to be taken accepted as an important element sought in order to establish responsibility in all legal proceedings rather than a criterion of behavior as a function or activity.  In practice, it is used in the framework of both acquisition and merger procedures in the sense of detailed and private examination of the target company before acquiring or merging with it. Examining the financial statements and legal documents of the company and identifying the deficiencies as a result of the examination will be considered within this scope. As a result of this stage, data that will constitute a bargaining element on investment principles will be obtained and an infrastructure will be formed for price determination during the purchasing stage. It is of great importance for companies seeking growth and entrepreneurs seeking new investors to be prepared for the due diligence process and to assess this process accurately. As Miran Legal, we render legal services in the merger and acquisition processes of national and international companies operating in various fields, particularly in energy, finance, real estate, insurance, pharmaceuticals and medical products, automotive and telecommunication. These services can generally be listed as follows:

 

• Legal due diligence and risk assessment,
• Consultancy and planning on joint ventures, mergers, acquisitions and asset sales,
• Drafting, analysis and negotiation of merger agreements,
• Drafting, analysis and negotiation of joint venture agreements,
• Drafting, analysis and negotiation of consortium agreements,
• Drafting, analysis and negotiation of share transfer agreements,
• Drafting, analysis and negotiation of share pledge agreements,
• Reorganization after share transfer agreements,
• Offering legal consultancy services regarding the investments of foreign investors,
• Serving the necessary notifications to regulatory authorities in Turkey regarding mergers and acquisitions and obtaining the necessary permits.

Litigation, in essence, is a method of proceeding conducted before classical courts adhering to strict court rules for the resolution of a case and a dispute.  However, alternative dispute resolution shall refer to the whole of solution methods with elective fields of application based on the proceeding at public courts where an independent, impartial and objective third party is enabled to communicate with the conflicting parties to find a joint solution, and to either help them resolve the dispute on their own or to offer solutions to the parties on which they can agree according to the characteristics of the concrete event.      Alternative dispute resolution methods are dispute resolution methods constituting an alternative to litigation in state courts. These methods can be set forth as mediation, arbitration, extra judicial settlement/negotiation.

Preventive legal risk management and counseling constitutes significance before a legal action and a dispute are in question and before appealing to alternative means with the action. By this means, a possible dispute will be prevented and the most advantageous solution will be created for real persons and legal entities, thus saving time and cost. In the case a dispute arises, the importance of alternative dispute resolution methods accompanied by litigation emerges together with protective legal risk management and consultancy. It is imperative that the disputes in question are not only resolved but also resolved to provide the most advantageous results.

Our expert litigation and arbitration team serving within Miran Legal provides services to our clients in both national and international litigation and for alternative dispute resolution, based on their legal experience and the dynamics of the sector and region where they operate.  In this context, the fields of law on which we offer services most frequently are as follows:

1. Commercial and Corporate Law

2. Banking and Financial Law

3. Acquisition & Merger

4. Project and Finance

5. Capital Markets

6. Competition

7. International Arbitration

8. Foreign Direct Investment 

9. International Trade

10. Conflict Resolution

11. Insurance Law

12. Accounts Receivable Management (Current Page)

13. Enforcement and Bankruptcy Law

14. Tax Law

15. Administrative law

16. IT Law

17. Labour and Social Security Law

18. Real Estate and Construction Law

19. Intellectual and Industrial Property

20. Law on the Protection of Personal Data

21. Sports Law

22. Contract Management Service Contracts Law

Labor Law can be considered as a branch of law that examines the rules of law that ensure the regulation of the relations between the workers and employers, who are the parties in question of a labor contract, and the public undividedly. 

Labor Law can be divided into two as individual and collective Labor Law. Individual Labor Law mostly includes small and medium sized enterprises. In small and medium-sized enterprises, the working conditions determined by a contract between the employee and the employer, meaning the wages, premiums, bonuses, social rights, as well as the termination of the employment contract and compensation, all form the subject of individual labor law. Collective Labor Law examines and regulates the bond between the syndicates representing the workers in large enterprises and the employer. The issues such as establishing a syndicate in this bond, becoming a member of a syndicate, syndicate rights, collective bargaining agreements constitute the subjects of collective labor law.

In Labor Law, some obligations are imposed on both the employee and the employer with the laws, regulations and relevant legislation. Considering the massive outcomes of not going with these obligations on the employers’ side, a professional legal consultancy is essential in the process from the recruitment procedure of the employee to the termination of the employment contract, and sometimes in the conflicts that emerge after this process. Professional legal consultancy has a great importance for the workers, who are the other party to the contract, in regards to the protection of their labor and rights and the pursuance and collection of the case when there is a conflict.

At this point, we as Miran Legal provide the services given below to both our employee and local & foreign employer clients. 


 

• All kinds of consultancy services in regards to Labor and Social Security Law (from recruitment to termination process),
• Preparation of all contracts and documents in regards to Labor and Social Security Law,
• Creating and revising personal files,
• Prosecution of labor action of debt occurring from Labor and Social Security Law,
• Managing the termination process for employment contracts (termination notice, preparation of discharge text, payment of compensation and receivables, exit procedures).

Real Estate Law appears as a branch of law subject to the Law of Property, which is a part of the Civil Law interests almost all parts of the society. Movables that individuals and institutions establish or can establish property rights on and all immovables are dealt within the context of Law of Property. All the rules concerning real estates under the title of Law of Property are examined under Real Estate Law.

Real Estate Law is an up-to-date branch of law which interests all parts of the society. Hence, when the conflicts in the real estate field throughout the society are taken to the court; parties at times encounter severe court expenses and fee payments and lose rights. Then again, real estate law is a detailed branch of law where there are many exceptions, it concerns many other branches of law, so it may be difficult to resolve disputes without seeking legal assistance. Hence, it is quite crucial to go with a legal team specialized in real estate in order to resolve and clarify legal conflicts in the field of real estate.

As Miran Legal, we provide comprehensive and quality service to our clients by tapping into the expertise of architects and engineers if necessary, in conflicts occurring from Real Estate Law.

Our office provides legal consultancy services to property owners and investors in regards to the transfer and management of their properties, and the carrying out the transactions in administrative and adjudicatory authorities. Some of these services can be listed as;


 

• Execution of cooperative transactions,
• Establishment and cancellation of mortgage, usufruct and other real rights,
• Providing consultancy services for foreign investors regarding real estate acquisition in Turkey,
• Providing legal support to the owners in the process of demolishment and reconstruction of risky buildings with the resolution of legal conflicts regarding the urban transformation process,
• Execution of deed cancellation and registration actions,
• Execution of trespass and adequate price actions,
• Execution of partition cases (elimination of the partnership),
• Preparation of lease contracts,
• Execution of discharge, rent determination and adaptation actions,
• Execution of confiscation actions without expropriation,
• Settlement of conflicts occurring from zoning law,
• Settlement of joint ownership and joint venture conflicts occurring from ownership,
• Settlement of administrative and legal conflicts occurring from zoning legislation.

Intellectual property, which is also known as copyrights or intellectual rights, is an intellectual product that belongs to a person or organization. Aforementioned person or organization might also decide to later share it freely or control its use in certain ways.

Industrial Property in general terms, in favor of the primary implementers of inventions, innovations, new designs and original works in industry and agriculture; It is an intangible right which ensures that the landmarks on the goods manufactured and sold in the field of trade are registered under the name of their owners and thereby the primary implementers have the right to produce and sell the product for a certain period of time. Industrial Property rights include patents, petty patents, brands and designs.

Generally, Intellectual and Industrial Property Rights are the rights that protect the commercial rights of the inventor of the work, brand and invention. Intellectual and Industrial Property Rights can also be defined as the rights of an enterprise in various forms such as using, converting into a product, distributing, spreading, selling, regarding its products, methods, documents, visuals, identity elements, all original designs of artworks and confidential or open information (intangible assets). 

Copyrights emerge directly with the creation of the work. There is no need for a procedure such as notification or registration for this. On the contrary, rights in the industrial property category such as patents, petty patents, brands and designs must be registered in an administrative institution such as the Turkish Patent Institute. Registration is essential when it comes to industrial rights; unregistered protection is an exception. Intellectual property rights have sui generis features that differ from other areas of law.

As Miran Legal, within the context of Intellectual and Industrial Property Law, in order to protect trademarks and products at national and international level; 


 

• National and international research, registration, protection and transfer of trademarks, patents, industrial designs and petty patents,
• Providing consultancy services on trademark, patent, industrial design and petty patents rights and execution of civil and criminal cases happening due to conflicts,
• Execution of procedures regarding copyright,
• Preventing the abuse of trade secrets,
• Providing consultancy services in the preparation of license agreements and licensing / acquisition negotiations to our domestic and foreign clients in the most up-to-date manner.

Briefly, Insurance Law; is a branch of private law within the context of commercial law, examining the contracts that the underwriter binds to compensate for, and the rights and obligations occurring from these contracts, in the case of a risk that damages the benefit of a private or juridical person that can be measured with money in return for a bounty. 

All along their lives, people encounter numerous dangers in life, which is a concept of insurance law, risks. These possibilities might be a traffic accident, earthquake, burglary or blaze, etc. While the above mentioned risks endanger the safety of life and property of people; people on the other hand also feel the need to protect themselves against these risks. As a result of this need, Insurance Law has eventually come into the picture as a separate branch of law.

Although the basic regulations on Insurance Law are included in the Insurance Act No.5684 and the Turkish Trade Act No.6102, due to the broad variety of sub-branches of Insurance Law and the rapid change of the bylaws, regulations and notifications in the field, it is very crucial to get professional legal support.

As a result of the growth and development in the insurance sector, there is a rapid increase in legal disputes due to insurance implementations. As Miran Legal, we provide a professional legal service on cases such as resolution of existing disputes, collection of receivables, management of damage file processes, representation of clients in cases occurring from rescission. These services can be listed as below; 


 

• Process management in regards to bodily and material damages,
• Actuarial calculations regarding bodily damage,
• Settlement of legal and rescission files in regards to damage,
• Representation of clients by the Insurance Arbitral Tribunal.

The subject of Debt Enforcement and Bankruptcy Law includes how the money and security receivables coming out from private law relations will be collected with the help of the public authority and power within the limits set by the law, in case of not being paid by the indebted.

There are several methods of debt collection in Debt Enforcement and Bankruptcy Law. This may be through executive proceedings; if the conditions exist, as well as through bankruptcy. How the debtor’s movable and immovable can be distrained legally, whether a pursuance can be initiated, how the debtor's property can be distrained if the debtor does not pay his debt in case of pursuance, how the sequestrated property can be converted into money are included in the rules of debt enforcement and bankruptcy law. The way in which the debt enforcement and bankruptcy files are followed up affects the course of the process and the speed of its conclusion. Hence, it is important for the debtee to get help from a professional legal team in collecting their current receivables as soon as possible.

Not only file debtee; It is very important for file debtors to get help from a professional legal team in matters such as which legal procedures they can apply to against the pursuance, and the legal structuring of debts in the most correct way that does not harm the existing commercial activity..

Although the Debt Enforcement and Bankruptcy Law is often considered as the collection of money, the Debt Enforcement and Bankruptcy Law also includes cases such as the evacuation and delivery of immovables, the delivery of movable assets, performing or not performing a certain action, the execution of the provisions in regards to the right of easement, the delivery of the child and the establishment of a personal relationship with the child.

In this direction, our office provides the services stated below in line with Debt Enforcement and Bankruptcy Law.


 

• Execution of debt enforcement procedures through converting the with/without judgement, pledge/mortgage into money,
• Execution of provisional seizure procedures,
• Making bankrupt’s certificate applications and executing the litigation process,
• Once the debt enforcement procedure is initiated, the collection is made by performing the transactions of seizure, sale and allocation of money,
• Obtaining the credentials of incapacity to pay debt,
• Execution of action for annulment of objection,
• Execution of action of recovery,
• Execution of action of infringement of commitment,
• Execution of negative declaratory and restitution actions,
• Execution of actions for abandonment of trade, not wanting bankruptcy,
• Execution of annulment of tender actions,
• Carrying out the restructuring process of companies by improving the financial state.

Even though there are numerous definitions of the term informatics, it is basically considered as the results of the use of information and technology together. Informatics, which is about the processing of all types of information and data with electronic data automation tools, is a parent term that includes all electronic systems. Information technology law on the contrary, is a branch of law that deals with all problems that may occur during the processing of information and data. With the quickly evolving technology in our era, new commercial activity fields have been formed in the information technology sector. In these new commercial fields, many companies have started to operate and the information technology sector has started to play a very important role in world trade. Alongside the quickly growing information technology sector, new theoretical and practical fields related to this sector have been created in the field of law.

Information Technology Law as mentioned, which evolves in parallel with the growth momentum of the IT sector, is a law branch with a sui generis structure that has come into life by the combination of more than one branch of law, especially Intellectual Property Law and Commercial Law. Thus, settlement of conflicts in regards to IT Law and taking necessary protective measures is not only an expert in the field of IT Law; it is possible all due to professional support with comprehensive legal equipment.
As Miran Legal, we provide the services given below to our clients,


 

• Following the most up-to-date developments in the field of Information Technology Law,
• Providing special legal solutions for the information sector,
• Following transactions under  licensing, protection of intellectual property rights, registration,
• Providing consultancy service for internet content provider and hosting provider,
• Providing legal consultancy services for companies selling goods and services over the internet and preparing the legal infrastructure,
• Following of criminal files and all kinds of actions regarding cyber security crimes,
• Providing legal consultancy services for e-commerce practices.

Miran Legal has a specialized team for family disputes and matters.

Tax can be defined as the money collected by the state from individuals or companies for the performance of public services, as specified by law. Tax Law, on the other hand, is the branch of law covering the characteristics, delivery, collection methods of taxes as well as the relations between taxpayers and the treasury along with their rights and duties, etc. Tax law is one of the sub-branches of public law since it scrutinizes the relations between the individuals and the state. As per Article 73 of our Constitution, “Every person is obliged to pay taxes according to their financial power to meet the public expenditures.” Therefore, even though taxes are mandatory, tax payment also varies from person to person or from one institution to another.

The field operation of tax law is comprised by the implementation of tax codes, taxation procedures and processes, jurisdictions of the state regarding taxes, tax obligations of individuals or institutions as well as monitoring and ensuring the collection of tax liabilities.

An equitable and balanced distribution of tax burden is the social objective of fiscal policy. While fulfilling the tax obligations, principles such as justice, equality and legality in taxation should be abided by. However, defective and erroneous actions may sometimes be taken by the state against the aforementioned principles in order to have this obligation implemented. If such defective and erroneous issues are not resolved in due time, they may cause serious material and moral damages to be incurred by individuals and institutions. For this reason, it is essential that individuals and institutions have a good command of their own obligations against the complex structure of tax law and fulfill them accordingly and be able to find solutions against defective and erroneous transactions as quickly as possible.

We, as Miran Legal, provide our local and foreign clients with the following main legal services in the field of tax law:

 

• Filing applications before the relevant institutions for the amicable solution of the problems encountered before the Ministry of Finance, tax offices and subcommittees,
• Raising objections against the decisions of tax offices, amendment and valuation commissions and conducting the required legal procedure,
• Resolution of legal disputes during the tax assessment, accrual and collection stages,
• Raising objections to tax penalties and executing the lawsuits arising from such disputes,
• Filing actions for annulment related to the payment orders,
• Following the attachment proceedings and determining how to act according to the result of the follow-up process,
• Arranging tax errors caused by accounting errors,
• Tax deductions of employees and institutions,
• Correction of incomplete or incorrect income statements,
• Guiding clients in all legal disputes that may arise within the scope of tax law, conducting reconciliation or litigation processes.

Miran Legal's one of the strongest departments is the Insurance Arbitration. There, we provide assistance and recovery to our clients' needs those were based on an accident or/and injury.

Administrative Law is a branch of law constituting the integrity of the public law rules applied to the establishment and functioning of the administration. Since it is a sub-branch of public law, it consists of a number of rules differing from the rules of private law. For this reason, administrative justice is a special judicial order, different from the judicial justice.

Administrative law is mainly applied to disputes arising from the activities conducted by the administration in the fields of finance, economy, transportation, health, zoning, forest, public works, environmental traffic, security, customs, public tenders, etc.    As a requirement of the rule of law principle, the administration is obliged to abide by the law and the relevant legislation and to act in accordance with the general principles of law in all its actions and administrative proceedings established by it. However, despite the presence of this principle and obligation, unlawful administrative actions and procedures causing the victimization of citizens in practice may frequently occur. Taking into account the power of the administration and its actions which may cause irreparable damages, it is of great importance to protect the citizens against the administration. This protection is sometimes ensured the purpose of prevention before administrative acts and actions occur and at times it is aimed at resolving the disputes and aggrievement that have occurred and providing the compensation of the client. 

Yet, another branch of law closely related to administrative law is the public procurement law. Public procurement law is the branch of public law regulating the procedures and principles to be applied in the tenders to be announced by public institutions and organizations that are subject to public law, are under public control, and utilize public resources. Within this legal branch, strict rules have been established in order not to lead to arbitrary practices in such tenders with existing laws.

Issues related to the procurement of goods, service procurements and construction works of all public institutions and organizations accepted in accordance with public procurement legislation constitute the scope of public procurement law. The contractual process begins with the mutual will of the parties within the scope of these relations and this process is scrutinized under the separate heading of public procurement contracts. Even though one of the parties to these contracts is the public, these contracts sometimes remain within the scope of private law and will be subject to rules of private law. However, if the state becomes a party to this relationship by means of using public power, a situation concerning public law arises.
As can be observed even with its shortest definition, public procurement law is a field requiring a lot of expertise. The announcement of the tender, preparation of the tender dossier, control of the documents and preparations for the filing of applications due to the conflicts to be experienced in these processes and filing of lawsuits in this respect are technical issues requiring professional consultancy.

Public procurement law also changes continuously within the framework of the developing technologies and needs and the relevant legislation evolves in this direction. Therefore, it is of great importance that both the legislation and the jurisprudence are constantly followed and abided by.

We, as Miran Legal, offer the following services to our clients in the fields of administrative law and public procurement law:

 

• Representation of clients before administrative and tax courts against the sanction decisions resolved by administrative authorities,
• Conducting the lawsuits for the annulment of the full judicial and administrative action to be brought before the Council of State,
• Raising objections to the decisions resolved by local administrations regarding the zoning and settlement procedures and executing the lawsuits arising from these disputes,
• Preparation for public tenders in terms of legal issues,
• Resolution of disputes arising during tender processes,
• Resolution of disputes experienced with the administration during the construction of the undertaken work,
• Drawing up public procurement contracts.

“Personal data” means any information relating to an identified or identifiable real person. In order to be able to talk about personal data, the data must be related to a real person and this person must be identified or identifiable. Processing of personal data refers to all kinds of operations performed on data fully or partially, automatically or non-automatically provided that it is a part of any data recording system, such as acquiring, recording, storing, preserving, changing, rearranging, exposing, transferring, taking over, making it available to obtain, classifying or preventing its use.

With technology and digitalization, the concept of protecting personal data has become very important for institutions, companies and individuals.  Both public and private institutions and organizations have been collecting, selling or sharing personal data for a long time in order to introduce a service or product. However, the actions carried out without the consent of the data owner have led to the infringement of some legal rights of the data owner.

To that end, the text of the Law on the Protection of Personal Data (KVKK) on the purpose of Protection of Personal Data was adopted by the Plenary Committee of the Turkish Grand National Assembly on 24/03/2016 and came into force after being published in the Official Gazette which was dated 07/04/2016 and numbered 29677. KVKK is formed as an institution in order to operate and maintain the mandatory processes that come with the law in question. Having that said, VERBIS (Data Supervisors Registry), which is the registration system where data supervisors have to register and indicate information about data processing transactions, and the methods and principles regarding the registry have also occurred within the scope of the institution.

As Miran Legal, within the framework of the law and personal data protection legislation, we closely follow current developments in order to ensure that our clients' compliance processes with the Law are whole and complete and that personal data processing processes are carried out in accordance with the law. 

Following are the major services we provide within this framework; 

 

• Carrying out and follow-up of registration to VERBIS,
• Identification of the liabilities of the client companies,
• Establishing the necessary company policies according to these liabilities,
• Ensuring cooperation with IT departments to establish the required data entry system,
• Preparation and revision of contracts within the context of KVKK,
• Providing intracompany trainings in the process of orientation with KVKK and legislation in client companies,
• Taking legal measurements in regards to data security and information systems,
• Initiation of processes regarding cyber crimes, representation of clients.