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Devin Law & IP · Practice Areas

Our Services

Comprehensive legal services combining sector expertise with strategic legal insight: clear, practical and result-oriented solutions for businesses and individuals. Eight dedicated practice groups cover intellectual property, media and advertising, data protection, technology, corporate matters, dispute resolution and maritime law, for multinational groups and early-stage ventures alike.

06Corporate Law & Commercial AdvisoryLong-term external counsel for modern businesses, contracts, corporate governance and continuous regulatory compliance.

Corporate Law & Commercial Advisory

We act as the external legal department for domestic and multinational companies: available to every operational unit rather than only to the board, embedded in the daily flow of commercial decisions, and responsible for the corporate record behind them. The work runs from incorporation and articles of association through contracts, general assemblies and capital structures to the disputes that arise between shareholders.

Most companies do not need occasional legal opinions. They need someone who answers the same day, understands the business well enough to say what actually matters, and keeps the corporate record in a state that survives an audit. That is the shape of this practice: a retainer relationship in which sales, procurement, marketing, HR and IT all have a route to counsel without going through the board.

The corporate record is where avoidable liability accumulates. Minutes that were never signed, a signature circular that no longer matches how the company actually operates, an internal directive that was never registered, a capital position that crossed the Article 376 threshold two quarters ago. None of these announce themselves; they surface during due diligence, an inspection or a dispute. Periodic housekeeping is therefore part of the ordinary service rather than a separate project.

Contracts are handled as a system rather than one document at a time. A distribution network, a supply chain and a set of general terms must fit together, and the same limitation of liability, termination and dispute clauses should appear across them. Where they do not, the weakest agreement sets the company's real exposure.

Shareholder relationships need architecture before they need litigation. Deadlock mechanisms, transfer restrictions and dividend policy are inexpensive to agree while the parties still agree, and extremely expensive to argue about afterwards. Where a dispute has already formed, we run it with the commercial outcome in view: continuation, exit or dissolution, chosen deliberately rather than by default.

The value of a retainer is availability, not volume. Departments that can ask before they act generate far fewer problems than departments that ask afterwards, and the corporate record stays current because it is maintained continuously rather than reconstructed when someone requests it.

Departmental Support
  • Real-time clearance for Sales, Marketing, Procurement, HR and IT
  • Daily commercial inquiries and urgent customer dispute handling
  • Legal opinions on vendor compliance and operational roadblocks
  • Escalation protocols and standing advice for recurring questions
Housekeeping
  • Periodic audits of corporate records and commercial books
  • Turkish Commercial Code compliance reviews of business practice
  • Executive liability exposure mapping and mitigation
  • Document retention and corporate archive discipline
Formation
  • Choice between joint stock and limited liability company
  • Bespoke articles of association reflecting founder objectives
  • Trade Registry and tax office establishment procedures
  • Branch, liaison office and subsidiary structuring
Seamless Departmental IntegrationActing as the ultimate external in-house legal department for domestic and multinational corporations. We provide continuous, real-time legal clearance and strategic advisory not just to the C-suite, but directly to all operational units, including Sales, Marketing, Procurement, Human Resources, and IT departments.
Day-to-Day Legal Problem SolvingHandling the constant flow of daily commercial inquiries, from evaluating the legal risks of a sudden marketing campaign and resolving urgent customer disputes, to providing instant legal opinions on vendor compliance and operational roadblocks.
Corporate Housekeeping & Health ChecksConducting periodic legal audits of corporate records, commercial books, and ongoing business practices to ensure strict compliance with the Turkish Commercial Code (TCC) and mitigating potential executive liabilities before they materialize.
Company Incorporation & StructuringAdvising on the optimal corporate form (Joint Stock Company vs. Limited Liability Company). Managing the entire incorporation process, drafting bespoke Articles of Association (AoA) tailored to the founders' specific commercial objectives, and handling all Trade Registry and tax office establishments.
Foreign Investment & Entry StructuringAdvising foreign investors on establishing subsidiaries, branches and liaison offices, on work and residence permit requirements for assigned personnel, and on the reporting obligations that follow investment.

Contracts are reviewed against each other, not only against the law. Where the sales terms promise what the supply agreements cannot deliver, or where a distribution network is terminated on conditions the Turkish provisions on goodwill compensation do not permit, the exposure is structural and shows up across the whole portfolio.

Revenue Side
  • Sales agreements and volume-based discount structures
  • B2B client contracts and framework agreements
  • Marketing agency, PR and media agreements
  • Event sponsorship and influencer collaboration protocols
Supply Side
  • OEM and contract manufacturing agreements
  • Raw material supply and long-term purchase contracts
  • Logistics, warehousing and customs handling agreements
  • Quality assurance protocols and supplier audit rights
Networks & Terms
  • Exclusive and non-exclusive distribution structures
  • International master franchise and sub-franchise agreements
  • Commercial agency contracts and goodwill compensation exposure
  • Service level agreements with performance metrics and penalty credits
  • General terms and conditions for orders, invoices and B2B platforms
Sales, Marketing & PR AgreementsProviding exhaustive legal support for revenue-generating departments. Drafting and negotiating complex sales agreements, volume-based discount structures, B2B client contracts, marketing agency (360-degree PR & Media) agreements, event sponsorship contracts, and influencer collaboration protocols.
Procurement & Supply Chain ManagementStructuring the legal framework for the purchasing department. Drafting robust OEM/contract manufacturing agreements, raw material supply contracts, logistics and warehousing agreements, and strict quality assurance protocols to secure the supply chain.
Distribution, Franchise & AgencyStructuring exclusive and non-exclusive distribution networks, international master franchise agreements, and commercial agency contracts. Advising heavily on goodwill compensation (portföy tazminatı), territory exclusivity, and lawful termination strategies under Turkish law.
Service Level Agreements (SLAs) & General TermsDrafting complex SLAs with vendors, defining strict uptime/performance metrics, penalty credits, and force majeure limits. Formulating overarching General Terms and Conditions (GTC) for purchase orders, sales invoices, and B2B platforms.
Contract Portfolio HarmonisationAligning liability caps, termination rights, indemnities and dispute clauses across the whole contract portfolio, so that the weakest agreement does not silently define the company's real exposure.

Board decisions are annulled on procedure far more often than on substance. Agenda wording, invitation timing, quorum and minute-keeping decide whether a resolution stands, and a representation structure that no longer matches how the company signs is a liability waiting for the first disputed contract.

General Assembly
  • Ordinary and extraordinary general assembly organisation
  • Agendas, invitations, activity reports and minutes
  • Coordination of Ministry of Trade representatives where required
  • Attendance lists, proxies and quorum verification
Board
  • Board resolutions for complex corporate decisions
  • Voting mechanisms, proxy management and procedural validity
  • Fiduciary duties, duty of care and duty of loyalty advice
  • Defence strategy in corporate liability actions
Delegation
  • Internal directives delegating management powers under TCC Art. 367
  • Representation directives limiting signature authority under TCC Art. 371
  • Signature circulars aligned with actual operational practice
  • Committee charters: risk, corporate governance and audit committees
General Assembly ManagementOrganizing and executing Ordinary and Extraordinary General Assembly meetings flawlessly. Drafting meeting agendas, invitations, activity reports, and detailed meeting minutes. Coordinating the presence of Ministry of Trade Representatives (Bakanlık Temsilcisi) when legally mandated.
Board of Directors (BoD) ResolutionsDrafting sophisticated BoD resolutions for complex corporate decisions. Structuring voting mechanisms, managing proxy voting, and ensuring procedural validity to prevent the annulment of board decisions by dissenting shareholders.
Executive Liability MitigationAdvising board members and C-level executives on their fiduciary duties, duty of care, and duty of loyalty. Formulating defense strategies against corporate liability lawsuits (Sorumluluk Davaları) initiated by the company, shareholders, or creditors.
Delegation of Management (TCC Art. 367 Internal Directives)Drafting highly technical Internal Directives (İç Yönerge) to legally delegate the management powers of the Board of Directors to specific executives or committees, thereby shielding board members from direct operational liabilities.
Signature Circulars & Representation Authority (TCC Art. 371)Restructuring corporate representation powers. Drafting specialized Internal Directives for Representation (Temsil İç Yönergesi) to limit the signing authority of managers based on monetary thresholds, departmental scope, or joint-signature requirements.
Corporate Governance CommitteesStructuring and drafting the working principles for mandatory and voluntary corporate committees (e.g., Early Detection of Risk Committee, Corporate Governance Committee, Audit Committee).

Article 376 has a clock attached to it. Once the capital position crosses the threshold the board carries reporting and remedial duties personally, and the options that remain narrow with every quarter of delay. We prefer to run that assessment before the balance sheet forces it.

Capital
  • Capital increases through cash injection or internal reserves
  • Capital decreases and protection of creditor rights
  • Share classes, privileged shares and pre-emption mechanics
  • Debt-to-equity swaps and shareholder loan conversions
Distress
  • Capital loss and technical insolvency assessment under TCC Art. 376
  • Mandatory remedial measures and board reporting duties
  • Financial restructuring ahead of bankruptcy filing obligations
  • Creditor negotiation and standstill arrangements
Shareholders
  • Shareholders' agreements: dividend policy and deadlock mechanisms
  • Transfer restrictions — right of first refusal, tag-along, drag-along
  • Minority rights: special auditor, postponement, dissolution for just cause
  • Annulment of general assembly resolutions and squeeze-out proceedings
  • Non-compete enforcement against exiting partners
Capital Increases & DecreasesExecuting capital increases through cash injections or internal reserves. Managing the highly technical procedures for capital decreases and ensuring the protection of creditors' rights during the process.
Technical Insolvency & Capital Loss (TCC Art. 376)Providing urgent legal structuring for companies facing capital loss (sermaye kaybı) or technical insolvency (borca batıklık). Advising the Board of Directors on mandatory remedial measures, debt-to-equity swaps, and financial restructuring to avoid mandatory bankruptcy filings.
Shareholders' Agreements (SHA)Drafting comprehensive internal Shareholders' Agreements to govern dividend policies, deadlock resolution mechanisms (e.g., Russian Roulette, Texas Shootout), and customized share transfer restrictions (Right of First Refusal, Tag-Along, Drag-Along) for regular corporate governance.
Minority Rights ProtectionAdvising minority shareholders on exercising their statutory rights, including the right to request the appointment of a special auditor (özel denetçi), postponement of financial statement discussions, and filing lawsuits for the dissolution of the company with just cause (haklı nedenle fesih).
Corporate Dispute ResolutionRobust representation in complex intra-company litigation, including actions for the annulment of General Assembly resolutions, shareholder squeeze-out proceedings, and disputes arising from the breach of non-compete obligations by exiting partners.
Dividend Policy & Distribution MechanicsStructuring lawful profit distribution, advance dividend arrangements and reserve allocations, and resolving disputes where distribution is withheld to the disadvantage of minority shareholders.

Executive arrangements and registry filings look like administration until something goes wrong. An unenforceable non-compete, a bonus scheme with no defined metric or a UBO declaration filed late each carry consequences that fall on the company rather than on the person who prepared the document.

Executive Terms
  • CEO, general manager and key executive employment agreements
  • Performance-based bonus schemes and executive stock options
  • Severance packages and negotiated exit arrangements
  • Dual role structuring where an executive also sits on the board
Protection
  • Post-employment non-compete agreements and enforceability limits
  • Non-solicitation of clients and personnel
  • Confidentiality and trade secret protocols for key personnel
  • Handover, device return and access revocation procedures
Registry & Filings
  • Trade name, corporate purpose and registered address changes
  • Branch openings, closures and representation registrations
  • Ultimate beneficial owner (UBO) declarations
  • Annual filing calendar and compliance monitoring
C-Level Employment ContractsDrafting bespoke employment agreements for CEOs, General Managers, and key executives. Structuring performance-based bonus schemes, executive stock options, and sophisticated severance packages.
Non-Compete & ConfidentialityFormulating strict post-employment non-compete agreements, non-solicitation clauses, and confidentiality protocols for key personnel to protect corporate trade secrets and client portfolios.
Corporate Housekeeping OperationsSeamlessly managing all routine Trade Registry (Ticaret Sicili) transactions, including changes in trade names, corporate purpose, registered addresses, and branch openings/closures.
Ultimate Beneficial Owner (UBO) DeclarationsEnsuring strict compliance with the Ministry of Finance regulations regarding the timely and accurate filing of Ultimate Beneficial Owner (Gerçek Faydalanıcı) declarations.

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