| INFORMATION TECHNOLOGY LAW (TURKISH, NONTHESIS) | |||||
| Master | TR-NQF-HE: Level 7 | QF-EHEA: Second Cycle | EQF-LLL: Level 7 | ||
| Course Code | Course Name | Semester | Theoretical | Practical | Credit | ECTS |
| THK5311 | Mergers, Acquisitions, Demergers and Corporate Groups | Spring | 3 | 0 | 3 | 8 |
| This catalog is for information purposes. Course status is determined by the relevant department at the beginning of semester. |
| Language of instruction: | Turkish |
| Type of course: | Departmental Elective |
| Course Level: | |
| Mode of Delivery: | Face to face |
| Course Coordinator : | Assoc. Prof. AYŞE ŞAHİN |
| Course Lecturer(s): |
Assoc. Prof. AYŞE ŞAHİN |
| Recommended Optional Program Components: | None |
| Course Objectives: | In this course, in the extent about its relation with mergers, acquisitions and fission of companies, basic concepts of contract law,company law, capital market law and competition law; mechanisms of capital market authority and competition authority about merger and acquisitions of companies, analyze of institutions specific to competition law and it's aimed to enlighten legal problems which arise in practice. |
|
The students who have succeeded in this course; I. Student can define basic concepts of contract law, company law, capital market law and competition law in the extent of mergers, acquisitions and fissions. II. He will recognize capital market authority and competition authority and solve the problems in practice . III. He can distinguish legal institutions specific to capital market and competition law applicable to mergers, acquisitions and fissions. IV. At the end of this course, student can explain legal institutions applicable to mergers, acquisitions and fissions. V. At the end of this course, student acquire the ability to use mechanisms related with mergers, acquisitions and fissions. |
| 1st week: Introduction to company mergers, acquisitions and fissions and basic concepts about subject 2nd week: Competition authority, Capital markets authority, permissions to obtain 3rd week: Phase of pre-negotiation, letter of intent and its binding force in Company mergers, acquisitions and fissions. 4th week: Phase of examination, "Due Diligence", its goal and application 5th week: Making of legal, financial and operational examination and price offer 6th week: Phase of negotiation, Share Deal, Conditions 7th week: Merger Agreement, Merger Report 8th week: General Assembly Resolution and Registration in the Trade Registry 9th week: Announcements and commitments of parties and results of breach of these 10th week: Contractual penalty clauses, non-competition clause and remedies to solve disagreements, Permissions of capital markets authority about amendments to the main agreement 11th week: commitment to share agreement, methods of increase of capital in Turkish law,privately and publicly held companies. 12th week: Shareholders agreement, its relation with main agreement, problems in practice, limitations and proposals for resolution. 13th week: Applicable law and remedies 14th week: securities and option contracts |
| Week | Subject | Related Preparation |
| 1) | Introduction to company mergers, acquisitions and fissions and basic concepts about subject | |
| 1) | ||
| 2) | Competition authority, Capital markets authority, permissions to obtain | |
| 3) | Phase of pre-negotiation, letter of intent and its binding force in Company mergers, acquisitions and fissions. | |
| 4) | Phase of examination, "Due Diligence", its goal and application | |
| 5) | Making of legal, financial and operational examination and price offer | |
| 6) | Phase of negotiation, Share Deal, Conditions | |
| 7) | Merger Agreement, Merger Report | |
| 8) | General Assembly Resolution and Registration in the Trade Registry | |
| 9) | Announcements and commitments of parties and results of breach of these | |
| 10) | Contractual penalty clauses, non-competition clause and remedies to solve disagreements, Permissions of capital markets authority about amendments to the main agreement | |
| 11) | commitment to share agreement, methods of increase of capital in Turkish law,privately and publicly held companies. | |
| 12) | Shareholders agreement, its relation with main agreement, problems in practice, limitations and proposals for resolution. | |
| 13) | Restructuring Law Suits | |
| 14) | securities and option contracts |
| Course Notes / Textbooks: | - İPEKEL KAYALI, Ferna, Türk Ticaret Kanunu’na Göre Birleşmeler, 2014. - ESİN, İsmail, Uygulamada Birleşme ve Devralmalar, 2020. - OKUTAN NILSSON, Gül, Şirketler Topluluğu Hukuku, 2009. - ŞAHİN, Ayşe, Anonim Şirketlerin Bölünmesinde Yönetim Kurulunun Görev ve Sorumluluğu, 2023. |
| References: | - ASLAN, Yılmaz, Rekabet Hukuku Dersleri, 9. baskı, 2023. - ERDEM, Ercüment, Türk ve At Rekabet Hukukunda Birleşme ve Devralmalar, 2003. - GÜVEN, Pelin, Türk Rekabet Hukuku ve Avrupa Birliği Rekabet Hukukunda Birleşme ve Devralmaların Denetlenmesi, 2009. -ERDEM, Ercüment, Rekabet Hukuku ile İlgili Makaleler, Beta Yayınevi İstanbul 2007. |
| Semester Requirements | Number of Activities | Level of Contribution |
| Homework Assignments | 1 | % 30 |
| Presentation | 1 | % 30 |
| Final | 1 | % 40 |
| Total | % 100 | |
| PERCENTAGE OF SEMESTER WORK | % 60 | |
| PERCENTAGE OF FINAL WORK | % 40 | |
| Total | % 100 | |
| Activities | Number of Activities | Duration (Hours) | Workload |
| Course Hours | 14 | 3 | 42 |
| Study Hours Out of Class | 13 | 6 | 78 |
| Presentations / Seminar | 1 | 39 | 39 |
| Homework Assignments | 1 | 39 | 39 |
| Final | 1 | 2 | 2 |
| Total Workload | 200 | ||
| No Effect | 1 Lowest | 2 Low | 3 Average | 4 High | 5 Highest |
| Program Outcomes | Level of Contribution | |
| 1) | Being able to develop and deepen their knowledge at the level of expertise in the same or a different field, based on undergraduate level qualifications. | 4 |
| 1) | To be able to interpret and create new knowledge by integrating the knowledge gained in the field with the knowledge from different disciplines, | 4 |
| 1) | To be able to systematically transfer current developments in the field and their own studies to groups in and outside the field, in written, verbal and visual forms, by supporting them with quantitative and qualitative data. | 5 |
| 1) | To be able to critically evaluate the knowledge and skills acquired in the field of expertise and to direct their learning. | 5 |
| 1) | To be able to supervise and teach these values by observing social, scientific, cultural and ethical values in the stages of collecting, interpreting, applying and announcing the data related to the field. | 4 |
| 1) | Being able to independently carry out a work that requires expertise in the field. | 4 |
| 2) | To be able to critically examine social relations and the norms that guide these relations, to develop them and take action to change them when necessary. | 5 |
| 2) | To be able to comprehend the interdisciplinary interaction with which the field is related. | 4 |
| 2) | To be able to develop strategy, policy and implementation plans in the fields related to the field and to evaluate the obtained results within the framework of quality processes. | 4 |
| 2) | To be able to use the theoretical and applied knowledge at the level of expertise acquired in the field. | 5 |
| 2) | To be able to develop new strategic approaches for the solution of complex and unpredictable problems encountered in applications related to the field and to produce solutions by taking responsibility. | 4 |
| 3) | Being able to lead in environments that require the resolution of problems related to the field. | 4 |
| 3) | To be able to solve the problems encountered in the field by using research methods. | 4 |
| 3) | To be able to use the knowledge, problem solving and/or application skills they have internalized in their field in interdisciplinary studies. | 5 |