Sevi assists foreign and domestic
companies with a full spectrum of corporate and commercial issues, focusing on
corporate obligations, investment transactions, mergers, acquisitions and
business establishments. She has significant experience supporting clients to
negotiate, manage and restructure their commercial agreements in Turkey, as
well as helping them to deal with corporate governance and business structuring
matters.She works primarily in the information
technology sector, helping clients on both sides of early stage and emerging
growth financing projects. She also assists during corporate establishments or
localisations of start-ups and mid-size information technology companies. Practice Areas &amp; Work Department

Corporate

Commercial Contracts

Emerging Growth and Early Stage Financing

Foreign Investment and Business Set-up

Consulting, Services and Outsourcing Agreements

Distribution, Franchising and Agency Agreements

R&amp;D, Licensing and Technology Transactions

Venture Capital and Private Equity

Mergers and Acquisitions

Privacy and Data Protection

Product Liability and Consumer Protection 

Languages

Turkish

English

French 

Memberships

Galatasaray University Alumni Association

Notre Dame de Sion Alumni Association

Moroğlu
 Arseven is a full-service law firm with broad expertise and experience in all
 aspects of business law. Established in 2000, the firm combines a new
 generation of experienced international business lawyers and of counsels who
 have academic, judicial and practical experience in private law. Its dynamic
 and dedicated team analyses the legal framework and provides flexible solutions
 for clients in Turkey. The firm serves local clients in international markets,
 as well as international clients operating in Turkey. Clients appreciate
 Moroğlu Arseven’s responsive, clear and concise answers to legal questions, as
 well as its knowledge of their business goals, usually based on long-term
 relationships. The firm represents and serves a diverse clientele, in a wide range
 of industries. In-depth sector knowledge ensures seamless service across
 practice areas, enabling Moroğlu Arseven to meet all of a client’s legal needs
 in Turkey. Key areas include industrial and manufacturing, retail and consumer,
 TMT, energy, healthcare and life sciences, entertainment and sports,
 pharmaceuticals, real estate and construction, banking, insurance and financial
 services.

Main Areas of Practice

<ul style="list-style-type: square;"><li style="margin-left: 20px; text-align: justify; line-height: 1.5;">Anti-Bribery Anti-Corruption</li><li style="margin-left: 20px; text-align: justify; line-height: 1.5;">Anti-Counterfeiting</li><li style="margin-left: 20px; text-align: justify; line-height: 1.5;">Anti-Money Laundering</li><li style="margin-left: 20px; text-align: justify; line-height: 1.5;">Commercial Arbitration and Mediation</li><li style="margin-left: 20px; text-align: justify; line-height: 1.5;">Commercial Contracts</li><li style="margin-left: 20px; text-align: justify; line-height: 1.5;">Copyrights</li><li style="margin-left: 20px; text-align: justify; line-height: 1.5;">Corporate</li><li style="margin-left: 20px; text-align: justify; line-height: 1.5;">Corporate and Commercial Litigation</li><li style="margin-left: 20px; text-align: justify; line-height: 1.5;">Employment Disputes</li><li style="margin-left: 20px; text-align: justify; line-height: 1.5;">Investigations</li><li style="margin-left: 20px; text-align: justify; line-height: 1.5;">Investment Arbitration and Treaty Protection </li><li style="margin-left: 20px; text-align: justify; line-height: 1.5;">IP Litigation</li><li style="margin-left: 20px; text-align: justify; line-height: 1.5;">IP Portfolio Management</li><li style="margin-left: 20px; text-align: justify; line-height: 1.5;">M&amp;A and Shareholder Disputes</li><li style="margin-left: 20px; text-align: justify; line-height: 1.5;">Mergers and Acquisitions</li><li style="margin-left: 20px; text-align: justify; line-height: 1.5;">Privacy and data protection</li></ul>































 Corporate, M&amp;A &amp; Finance

Moroğlu
 Arseven has significant experience with joint ventures, M&amp;A and company
 incorporations for major international and local clients. It advises clients on
 both buy-side and sell-side, during transactions which span a wide range of
 sectors. The firm has a strong capacity to effectively support corporate
 clients, due to its expertise in other legal disciplines essential to corporate
 work, such as IP, anti-trust, litigation and tax law. Full-service expertise
 allows Moroğlu Arseven to look beyond the rushed M&amp;A period and provide
 experience-based advice about the future consequences and implications of a
 transaction. Project-based M&amp;A deals represent a significant portion of the
 firm’s corporate work. It has advised clients in a variety of strategic
 positions, such as minority and majority shareholders, tripartite JVs, as well
 as clients selling step-by-step. Moroğlu Arseven has also represented clients
 in JV deals where both parties have symmetrical governance, or where one has
 the determining position. Recent examples include numerous venture capital and
 strategic joint ventures in the technology, energy, logistics and manufacturing
 sectors. Moroğlu Arseven regularly handles innovative financial and security
 matters for large clients, providing advice on a full range of related legal,
 regulatory and compliance issues. It advises financial institutions, export
 credit agencies, foreign commercial banks and corporate borrowers on all banking
 and finance matters, both in Turkey and overseas. Capital markets are a
 speciality of the firm’s banking and finance team. Maintaining compliance with
 capital markets legislation, which changes frequently in Turkey, is essential
 for many of Moroğlu Arseven’s clients. The firm stands at the forefront of
 energy market developments in Turkey and is experienced in navigating the
 obstacles to energy market investments, with broad expertise in renewables.
 Regularly advises on changing regulations, investment opportunities and the
 legal challenges posed by the need for reduced carbon emissions and energy
 efficiency across all sectors.

Litigation, Arbitration &amp; Dispute Resolution

Dispute
 resolution is a speciality area for Moroğlu Arseven, acting for clients during
 complex litigation in regulated and non-regulated marketsarbitration
 proceedings before such bodies as the ICC, ICSID, ISTAC, LCIA, VIAC, FIBA and
 CAS arbitration tribunals, as well as negotiating settlements in line with
 clients’ business priorities. A speciality within this practice area is
 representing global manufacturers or their local distributors in disputes over
 distribution, agency and regulatory issues. Moroğlu Arseven is strong in
 disputes concerning construction and energy, as well as post-M&amp;A conflicts.
 Clients appreciate the firm’s strength in representation in business crimes
 disputes, as well as criminal defence work. Moroğlu Arseven’s ability to
 integrate transactional and litigation practices has led to a significant
 success rate for litigation cases. Moroğlu Arseven always considers whether
 litigation, settlement, arbitration or any other type of dispute resolution is
 in the best interest of its clients. The firm offers strategic guidance on how
 to minimise litigation risk and avoid litigation, such as how best to manage
 evolving disputes, or support in establishing and using alternative dispute
 resolution procedures. Moroğlu Arseven draws together multiple practice areas
 to support clients in resolving disputes, such as corporate, employment, tax,
 anti-trust and other areas relevant to any given conflict. The integrated
 approach ensures innovative and pragmatic advice, supporting all parties to
 move on in the most cost efficient and least commercially damaging way.

Compliance &amp; Internal Investigations

Compliance
 is a specialty area for Moroğlu Arseven, integrated into all other practice
 areas. The firm focuses on ensuring clients’ strategies and policies are both
 compliant and cost-efficient, while also represent good practices at a local
 and international level. Areas include anti-corruption, anti-bribery,
 anti-money laundering, business crimes, anti-trust, privacy and data protection,
 employment, financial markets and services, along with sector-specific
 regulatory issues such as for energy, life sciences and pharmaceuticals. The
 firm has substantial expertise developing and auditing compliance strategies,
 as well as advising on risk mitigation, often in highly complex, cross-border
 projects, or heavily regulated sectors. Moroğlu Arseven has a significant track
 record providing clear and understandable compliance advice, as well as
 implementing and monitoring endto- end compliance programs. Moroğlu Arseven
 regularly supports large multinational clients with localising policies,
 operational processes and structures to meet Turkish regulatory requirements,
 as well as training employees. Planning and executing high-stakes internal investigations
 are among Moroğlu Arseven’s core specialties. High-profile clients choose to
 work with the firm for their most sensitive investigations, either run
 internally or in parallel with administrative or judicial procedures. These
 involve conduct issues, corruption allegations or criminal elements.
 Investigations are supported by the firm’s strong related practices, such as
 employment, dispute resolution, anti-corruption and white-collar crime.

Intellectual Property &amp; Brand Protection

Moroğlu
 Arseven holds wide-ranging experience in all facets of IP advice, including
 counselling, enforcement, transactional and litigation matters, as well as
 strategic cross-border management of portfolios and disputes. The firm offers
 in-depth knowledge of IP, combined with local understanding and broad
 experience in the Turkish marketplace. The firm manages portfolios for a number
 of high-profile brands, where IP considerations are critical to commercial
 decision making. High-profile international corporations and brands regularly
 engage Moroğlu Arseven, due to its reputation for delivering results, as well
 as effectively establishing, strengthening, enforcing and commercializing IP
 rights in Turkey. These include trademarks, patents, designs, domain names,
 copyrights, and other related rights. Support involves litigating disputes
 before courts, registering/protecting IP rights before the Turkish Patent and
 Trademark Office, as well as developing customized anti-counterfeiting or
 market clean-up programs for clients.

Employment

Moroğlu
 Arseven offers a full range of employment and social security advice, including
 transactional issues, drafting employment documents and agreements, as well as
 support on daily matters and disputes. The firm is particularly strong in
 serving ongoing employee benefit requirements for large employers, which
 require an efficient and cost-effective way to manage HR legal issues, or large
 portfolios of disputes. The firm routinely advises on both contentious and
 non-contentious employment matters. For instance, hiring and firing procedures,
 remuneration, benefits and pension, disciplinary procedures, immigration and
 work permits, drafting and implementing HR guidelines, codes of conduct,
 policies and procedures, performing interrogations and investigations, support
 during employee or workplace transfers, M&amp;A transactions, plus
 re-structuring procedures.

Moroğlu Arseven

Senior Associate

Pay opsiyon planları özellikle 1970’li yıllarda çalışanlara özel olarak kurgulanan ve (“Pay Opsiyon Planları”) – (“ESOP”) olarak adlandırılan planlar ile Amerika Birleşik Devletleri’nde (“ABD”) yoğun ve çeşitli bir uygulama alanı bulmuştur. Teknoloji ve dijitalleşmenin küresel çapta ivme kazanması ile özellikle yeni kurulan girişim şirketlerinin pay opsiyon planları ile faaliyetleri bakımından kilit konumdaki çalışanlarına pay opsiyon sözleşmeleri aracılığı ile çeşitli menfaatler sağlamayı tercih ettiği görülmektedir. Nitekim, şirketler pay opsiyon planları ile kilit çalışanlarına vaat ettikleri opsiyon kapsamındaki hak ediş şartlarını sağlamaları halinde şirkette pay sahibi olabilme ya da pay sahipliğinin sağladığı bazı menfaatleri haiz olabilme imkânı tanımaktadır.

Türkiye’de Pay Opsiyon Planları ve Birleşme Devralmalara Etkileri

Employee stock option plans (ESOPs) are extensively used, particularly in the US, where startups are increasingly using them to reward key employees. These plans grant employees the opportunity to become shareholders or gain share benefits based on set conditions. ESOPs have gained traction in Turkey, benefiting both companies and employees. They play a crucial role in employee motivation and retention. During mergers and acquisitions, considerations like due diligence, deal structure, and tax implications become important. ESOPs can take the form of Direct Stock Options (ownership) or Phantom Stock Options (financial benefits). Tax implications and gains from appreciation also impact ESOPs.

Lawyers Sevi İslamageç

Sevi İslamageç

Türkiye’de Pay Opsiyon Planları ve Birleşme Devralmalara Etkileri

Employee Stock Option Plans and Effects on M&A Practices in Türkiye