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What is a Flip-up? A Global Expansion and Restructuring Guide for Startups
Discover the essential guide to the Flip-up process for startups. Learn about the strategic advantages of moving your headquarters abroad.
Busra Zeynep Zafer Yılmaz
Jan 143 min read


Tag Along Right: An Assurance for Minority Shareholders
The balance of power between majority and minority shareholders in a company’s ownership structure is critically important especially in the startup ecosystem. Protecting minority shareholders within this dynamic is essential for the healthy progression of investment relations. The Tag-Along Right (also known as the Co-Sale Right) is a contractual protection mechanism designed precisely to meet this need. In simple terms, when a majority shareholder intends to sell their sh
Busra Zeynep Zafer Yılmaz
Dec 25, 20253 min read


Anti-Money Laundering (AML) Law
Money laundering is the process of disguising the origin of criminally derived proceeds to give them a legitimate appearance. This process constitutes a major threat to both national legal systems and the international community. Money laundering not only facilitates the financing of organized crime but also enables the continuation of crimes such as the financing of terrorism, corruption, and drug trafficking. Therefore, Anti-Money Laundering (AML) law is essential for state
Busra Zeynep Zafer Yılmaz
Aug 11, 20253 min read


Legal Framework of SaaS Agreements Under Turkish Law
With the rapid advancement of technology, the traditional model of purchasing software as a product has increasingly been replaced by subscription-based structures known as Software as a Service (SaaS). In this model, users access software online rather than acquiring ownership of it. As in many jurisdictions, this model has become increasingly widespread in Türkiye among both users and service providers. Although Turkish law does not contain specific regulations governing Sa
Nilüfer Budak
Aug 4, 20252 min read


SAFE (Simple Agreement for Future Equity)
Investment processes in the entrepreneurship ecosystem are becoming increasingly dynamic, fast, and competitive. Especially for early-stage ventures, reaching an agreement with investors quickly can be more valuable than engaging in long and costly negotiations. This is where SAFE (Simple Agreement for Future Equity) agreements come into play, enabling investors to secure their capital commitment in a fast and flexible manner. SAFE offers an alternative financing model to C
Busra Zeynep Zafer Yılmaz
Jul 28, 20254 min read


Convertible Notes: What They Are and How They Are Applied in Turkish Law
When it comes to early-stage investments in the entrepreneurship world, flexible financing models are crucial for both investors and founders. This is where the Convertible Note comes into play. So, what exactly is a Convertible Note, and how is it applied in Turkey? What is a Convertible Note? A Convertible Note is a financing instrument based on the principle that an investor provides a loan to a startup company, and this debt is subsequently converted into equity (shar
Busra Zeynep Zafer Yılmaz
Jul 21, 20253 min read


Website Requirement Under Turkish Law for Independently Audited Companies (TCC 1524)
Which Companies Are Obliged? Under Article 1524 of the Turkish Commercial Code (TCC), only capital companies subject to independent audit are required to establish a website. This must be completed within three months of registration . Independent audit status is determined by a Council of Ministers’ Decree. Companies meeting at least two out of three thresholds (total assets, net sales revenue, employee count) for two consecutive periods fall under this scope. In addition,
Nilüfer Budak
Jul 14, 20251 min read


Preferred Shares: A Strategic Tool for Investor Protection
As start-up investments continue to grow, investors seek mechanisms that safeguard their capital and secure their exit strategies. Under Turkish Commercial Code, one of the most effective legal tools available is the “preferred share” . What Are Preferred Shares? Preferred shares grant certain rights to their holders that go beyond those of ordinary shareholders. These rights may include priority in dividend distribution, superior voting rights, representation on the board of
Nilüfer Budak
Jul 7, 20251 min read


The Strategic Role of Intellectual Property in Startups
In the startup world, speed, innovation, and flexibility are major advantages. Yet in this fast-paced environment, intellectual property (IP) rights are often treated as secondary. In reality, a startup’s most valuable assets are rarely its capital; more often, they are the software it develops, the brand it builds, the designs it creates, or the business model it pioneers. Failing to protect IP can lead to serious risks: products being copied, the brand being registered by a
Nilüfer Budak
Jun 30, 20251 min read


Employee Stock Option Plan (ESOP)
Today, one of the most crucial tools utilized by companies, particularly those operating in the technology and entrepreneurship ecosystem, to retain and motivate qualified employees is granting them equity options . This practice is internationally referred to as the Employee Stock Option Plan (ESOP) . ESOPs boost employee commitment and encourage workers to directly contribute to the company's success by providing them with the opportunity to acquire company shares under sp
Busra Zeynep Zafer Yılmaz
Jun 23, 20254 min read


What is Vesting (Equity Vesting)?
Vesting is an equity vesting mechanism used in the startup world to ensure fairness among co-founders , employees , and investors . The purpose is to incentivize an individual to contribute to the company for a specific period, ensuring they "earn" or "vest" their shares upon completion of that period. This prevents a founder or employee who leaves the company prematurely from holding onto unvested shares, which would disrupt the startup's capital structure . Through this
Busra Zeynep Zafer Yılmaz
Jun 16, 20253 min read


The Importance of Confidentiality Agreements
In today’s competitive business environment, confidential information is one of the most valuable assets a company possesses. Trade secrets, customer databases, strategic plans, technical designs, and other sensitive know-how are often the foundation of a company’s market advantage. The loss or misuse of such information may result in reputational harm, financial lo ss, or the erosion of competitiveness. Protecting confidential information is therefore not only a commercial n
Nilüfer Budak
Jun 9, 20252 min read
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