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    Lawyers Görkem Bilgin

    Görkem Bilgin

    Gün + Partners
    [email protected]

    Görkem Bilgin has been with Gün + Partners since 2012 and became a partner in 2021. His practice is focused on corporate and M&A, life sciences, energy and natural resources, and insurance and reinsurance practice areas.

    Görkem’s practice mainly concentrates on corporate and commercial law issues with a focus on mergers and acquisitions and corporate governance issues. He has been involved in various M&A transactions and advised foreign and Turkish companies on their joint ventures, drafted and negotiated SPAs, SHAs, and JV agreements, conducted the due diligence processes, and prepared and re-structured numerous commercial agreements.

    Görkem also advises and represents clients from the life sciences sector, especially multinational pharmaceutical and medical device companies in relation to their complex agreements and engagements with the authorities as well as their distributors and manufacturers.

    Görkem advises clients, both national and international, on Turkish energy and natural resources legislation, providing advisory services in the areas of energy law. 

    Görkem assists insurance companies from the regulatory aspect, and he advises national and international insurance companies regarding the localization of the insurance and reinsurance policies in Turkey.


    Practice Areas & Work Department

    Corporate and M&A

    Life Sciences

    Energy and Natural Resources

    Insurance and Reinsurance

    Construction and Real Estate


    Languages

    English

    Turkish


    Memberships

    International Bar Association (IBA)

    Corporate Governance in Turkey 2023 - 3

    The size of the board of directors is determined by the company's articles of association or the general assembly. There are no minimum or maximum seat requirements. Vacancies on the board can be filled by appointment of the board or approval of the general assembly. There are no specific criteria for directors, but at least one board member must be a woman in listed companies. Disclosure requirements regarding board composition exist. The CEO and board chair positions can be held by the same person, but their duties must be clearly distinguished. Mandatory board committees include an audit committee, corporate governance committee, risk committee, nomination committee, and price committee. Companies must hold regular board meetings, but no minimum number is required. Board practices, evaluations, and remuneration must be disclosed. Remuneration of directors and senior management is determined by the company and disclosed publicly. Shareholders have a vote on remuneration, and companies may provide directors' liability insurance. The corporate charter and by-laws are publicly available. Companies must disclose information regularly and engage with shareholders during general assembly meetings. Disclosure of corporate social responsibility and CEO pay ratio is required.
    Görkem Bilgin

    Corporate Governance in Turkey 2023 - 2

    Controlling shareholders in Turkish law do not have specific duties to the company or non-controlling shareholders, but they must exercise their rights in good faith. Special provisions exist for minority shareholders, and the dominant company cannot cause financial loss to its subsidiary without compensation. Shareholders' liability is generally limited to their subscribed capital, except for limited liability companies' government debts. Employees have no specific duty in corporate governance unless assigned as commercial representatives. Share transfer restrictions are allowed under certain circumstances. New shares require shareholder approval, and pre-emptive rights exist. Compulsory share repurchases are allowed in exceptional cases. Share transfer restrictions are prohibited for public companies. Directors owe legal duties to the company, shareholders, and creditors, and enforcement actions can be brought against them. Directors must act with care and in compliance with good faith.
    Görkem Bilgin

    Corporate Governance in Turkey 2023 - 1

    Corporate governance in Turkey is governed by the Turkish Commercial Code (TCC) and other related laws, such as Law No. 6335 and the Capital Markets Law. Listed companies are required to comply with mandatory corporate governance principles, with some exceptions for certain corporations. The Ministry of Trade enforces these provisions, and disputes are resolved in commercial courts. Shareholder rights are protected, allowing them to appoint or remove directors, request extraordinary general assemblies, and demand information.
    Görkem Bilgin

    Ticaret Siciline Tescil Edilen İşlemler için Vergi Dairesi Bildirim Zorunluluğu Kaldırıldı

    Ticaret siciline tescil edilen işlemlerden Ticaret Bakanlığı tarafından elektronik ortamda Hazine ve Maliye Bakanlığı’na (“Bakanlık”) yapılan bildirimlerin mükellefler tarafından yapılmış bildirim olarak kabul edilmesine ilişkin usul ve esasların belirlendiği, 546 Sıra No’lu Vergi Usul Kanunu Genel Tebliği (“Tebliğ”), 1 Şubat 2023 tarihinden itibaren yürürlüğe girmek üzere, 18 Ocak 2023 tarihli Resmi Gazete’de yayımlanmıştır.
    Görkem Bilgin

    Notification Obligation to Tax Office for Registered Transactions in the Trade Registry is Abolished

    The General Communiqué no. 546 on Tax Procedural Law (the "Communiqué") which determines the procedures and principles regarding the acceptance of the notifications made electronically by the Ministry of Trade to the Ministry of Treasury and Finance (the "Ministry") from the transactions registered in the trade registry as notifications made by taxpayers was published in the Official Gazette dated 18 January 2023, to be effective as of 1 February 2023.
    Görkem Bilgin

    Corporate Governance and Directors Duties in Turkey Overview - 3

    The Q&A gives a high-level overview of corporate governance trends; the main forms of corporate entity used; the corporate governance legal framework; corporate social responsibility and reporting; board composition and restrictions; directors' remuneration; management rules and authority; directors' duties and liabilities; transactions with directors and conflicts; disclosure of information; shareholders' rights, company meetings, and minority shareholder action; and internal controls, accounts and audits.
    Görkem Bilgin

    Corporate Governance and Directors Duties in Turkey Overview - 2

    The Q&A gives a high-level overview of corporate governance trends; the main forms of corporate entity used; the corporate governance legal framework; corporate social responsibility and reporting; board composition and restrictions; directors' remuneration; management rules and authority; directors' duties and liabilities; transactions with directors and conflicts; disclosure of information; shareholders' rights, company meetings, and minority shareholder action; and internal controls, accounts and audits.
    Görkem Bilgin

    Corporate Governance and Directors Duties in Turkey Overview - 1

    The Q&A gives a high-level overview of corporate governance trends; the main forms of corporate entity used; the corporate governance legal framework; corporate social responsibility and reporting; board composition and restrictions; directors' remuneration; management rules and authority; directors' duties and liabilities; transactions with directors and conflicts; disclosure of information; shareholders' rights, company meetings, and minority shareholder action; and internal controls, accounts and audits
    Görkem Bilgin

    Extension of the Deadline Regarding Amendments to the Communiqué With Respect to Capital Loss and Negative Equity

    The Amending Communiqué, published on November 8, 2022, extends the deadline under Provisional Article 1 of the Implementation Communiqué for Turkish Commercial Code No. 6101. The deadline to exclude certain loss items from capital loss or negative equity calculations is now January 1, 2024. This temporary measure helps protect economic actors from the impact of the Covid-19 pandemic. Eligible companies can exclude all foreign exchange losses and half of specific expenses from capital loss and negative equity calculations until the end of the fiscal year 2023.
    Görkem Bilgin

    Recent Changes in Relation to Determination of Companies Subject to Independent Auditing

    Presidential Decision No. 6434 introduces significant changes to independent auditing thresholds for Turkish companies, effective from January 1, 2023. The updated criteria raise financial limits, which could reduce the number of companies requiring independent auditing, but also make employee number conditions more inclusive for certain companies. The decision impacts publicly-traded companies, Annex-II companies, and those listed in Annex-I, including financial institutions and media service providers. Companies should closely monitor the new thresholds to ensure compliance with independent auditing requirements.
    Görkem Bilgin