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The Turkish game industry has experienced remarkable growth over the past decade, positioning itself as one of the most promising sectors within the technology ecosystem. A growing number of successful Turkish companies are drawing strong interest from foreign investors. As these ventures bloom, they often become the subject of M&A transactions. As it is the core asset in a gaming company, IP should be well-managed from the early stages of the venture. Adopting a robust IP strategy and implementing well managed IP structures from the outset would later contribute to the success of an M&A deal.

The first step in building a sound IP framework is to ensure that all rights are properly vested in the seller company. This is relevant where the game was developed by individuals prior to incorporation, in which case, founders should formally assign such rights to the company they established later. This should be followed by identifying and cataloguing all relevant IP assets.

Trademarks

For the gaming industry, this typically concerns game titles, studio names, logos and domain names. Once these elements are identified, it is advisable to file trademark applications for the key assets before the Turkish Patent and Trademark Office and, where the game is marketed abroad, in relevant foreign jurisdictions. To avoid potential disputes, a trademark clearance search is recommended prior to filing, ensuring that the chosen marks do not face third-party oppositions. Post-registration, attention should be paid to maintaining and renewing these rights in a timely manner.

Copyrights

Under Turkish Law, copyright protection subsists upon creation. Computer/mobile games, as composite works incorporating software, audiovisual elements, and other creative components, benefit from this automatic protection. However, in light of specific regulatory requirements, registration with the Ministry of Culture and Tourism plays an important role. Such registration does not have a constitutive effect, but it provides a presumption of ownership and evidences the date of creation, which can be highly valuable in disputes or due diligence processes.

Another key consideration is rights clearance. Insofar as the game is developed by employees, the right to exploit economic rights vests with the employer by default. However, moral rights remain with the author (i.e., employee) and may necessitate the execution of additional consent declarations to ensure full commercial flexibility. The situation becomes more complex where work-for-hire or freelancers are involved. In such cases, explicit written agreements are required to validly transfer the copyrights arising from the work. These agreements must comply with statutory requirements, which are notably stringent in terms of the contractual language. If overlooked at earlier stages, it may be too late to secure valid consents from past contractors.

The use of third-party materials should also be carefully considered. Game development often involves open-source software and third-party assets such as game engines, plugins, or similar licensed content. These may be subject to license terms that restrict commercialization of the IP assets subject to the M&A transaction. It is therefore important to identify these components, review the applicable terms, and ensure flexibility and adaptability.

Games are not limited to software alone. Various components, including but not limited to background music, dubbing, etc. may qualify as separate copyrighted works. These elements are independently protected and may involve additional layers of rights, including performers’ rights where applicable. In such cases, it should also be ensured that performers have duly transferred their rights through appropriate agreements.

Patents

Although patent considerations may not always be central in gaming M&A transactions, certain aspects of a computer/mobile game may also be eligible for patent protection. Computer-implemented inventions may be patented if they produce a further technical effect beyond the normal interaction between software and hardware. In that case, compliance with the statutory framework governing employee inventions becomes critical. Many requirements must have been addressed, e.g., employee disclosure procedures, employer’s claim of rights, and statutory compensation, all of which are strictly regulated under the applicable laws. Otherwise, the employees may later assert rights over the invention.

Conclusion

For technology startups, a clear and well-structured IP framework, covering rights clearance, authorship, proper registrations, and compliance with statutory requirements should be in place from the very beginning. Trying to fix issues about a core asset of a company when a transaction is already on the table may often lead to delays, difficult renegotiations, or even sometimes to deal-breakers. When these elements are handled early on, they not only strengthen the overall value of the company but also make M&A processes significantly smoother.

Climate regulation is increasingly moving from policy intent to legal reality, and, with it, into the core of transactional decision-making.

In Turkish M&A practice, climate-related considerations have generally been addressed within the broader scope of environmental compliance or ESG positioning. With Climate Law No. 7552 now in force, this approach may begin to shift. In that sense, the shift is less a break with the past than a formalisation of practices already familiar in more mature markets.

The new law marks an important step in Türkiye’s transition from policy-level climate commitments to a more structured regulatory framework. While framed as an environmental measure, its implications are likely to extend beyond compliance. For purchasers and sellers, the new framework is expected to shape how Turkish targets are assessed, valued, structured and managed post-closing.

By introducing a legal basis for emissions trading, greenhouse gas emission permits and carbon market mechanisms, the Climate Law brings climate regulation closer to the core of transactional analysis, particularly for carbon-intensive sectors, export-oriented businesses and companies whose competitiveness may depend on transition readiness. It also signals a shift towards a more data-driven and verifiable compliance landscape, where emissions-related metrics are likely to carry increasing legal and commercial significance. From a legal due diligence perspective, this necessitates a more focused assessment of whether the target falls within the scope of the Emissions Trading System, is required to obtain a greenhouse gas emission permit, may be subject to allowance allocation and surrender obligations, and can meet the applicable monitoring, reporting and verification requirements under the evolving climate law framework.

Climate Compliance as a Distinct Transactional Workstream

One of the immediate implications of the new framework is that climate compliance is unlikely to remain a background ESG consideration. Instead, it is taking shape as a more defined regulatory area, with its own institutions and compliance mechanics. From an M&A perspective, this is likely to translate into a more structured review process. Purchasers may focus not only on the target’s current environmental compliance, but also on whether it falls - or may soon fall - within the scope of the Emissions Trading System, whether it will be required to obtain a greenhouse gas emission permit, and whether it will be subject to monitoring, reporting and verification obligations. They may also assess whether the target’s activities could trigger allowance-related requirements, including the allocation, holding, transfer or surrender of allowances under the Climate Law and its forthcoming secondary legislation.

Given that the Climate Law sets out the overarching framework while leaving many practical aspects to secondary legislation, deals may increasingly require an assessment of both current compliance and forward-looking regulatory exposure. This assessment should cover whether the target has made the required submissions, prepared, or is capable of preparing, verified annual greenhouse gas emissions reports (where applicable), and secured (or requires) access to any registry, account or other market-facing infrastructure established under the ETS framework, as well as whether it has been subject to inspections, information requests or administrative actions in connection with its climate-related obligations. In practice, this often calls for closer coordination between legal, technical and financial advisors, particularly in deals involving emission-intensive operations.

A More Forward-Looking Approach to Due Diligence

The law is also likely to influence how due diligence is approached. While environmental reviews in Turkish transactions have traditionally focused on permits and site-specific compliance, they are expected to become more data-driven and more closely linked to commercial considerations. Under the new framework, legal due diligence may increasingly need to assess whether the target falls within the scope of climate-law instruments’ implementation, whether it is required to hold a greenhouse gas emission permit, whether it may participate, directly or indirectly, in ETS-related market infrastructure, and whether its operations and reporting systems are capable of supporting monitoring, reporting and verification, as well as any allowance-management requirements.

In this respect, the scope of environmental due diligence may begin to expand, increasingly incorporating technical, EHS and climate-related assessments.

In practice, this often involves assessing a target’s emissions profile, the reliability of its monitoring and reporting systems, and its potential exposure to carbon costs; areas that, until recently, were not always treated as core diligence items in Turkish transactions. From a legal due diligence perspective, this may include reviewing the target’s greenhouse gas emission permit status, its monitoring and reporting records, verified emissions data and, where applicable, annual greenhouse gas emissions reports, as well as correspondence with the competent authority and any inspection history or administrative sanctions relevant to its climate-law compliance. It may also extend to assessing the target’s preparedness for any registry, allocation, transfer or surrender processes that may arise under the ETS framework. Purchasers may also need to consider whether additional capital expenditure may be required to align operations with a more demanding regulatory environment or to maintain competitiveness in export markets increasingly shaped by climate-related measures.

This shift is likely to be more visible in sectors such as energy, cement, steel, chemicals, manufacturing and logistics, where climate exposure may begin to affect profitability, pricing dynamics and investment planning.

Valuation and Deal Structuring

As the framework develops, climate-related risks and opportunities are also expected to factor more directly into valuation discussions. Sellers may highlight transition readiness or access to green financing as value drivers, while purchasers may focus on potential future costs, regulatory uncertainty and the pace of implementation. In practice, the extent to which such factors translate into value will often depend on how clearly they can be evidenced and quantified.

This can lead to wider valuation gaps, particularly where the financial impact of future regulation is not yet clear. In practice, this gap is often bridged through familiar structuring tools, such as earn-outs, deferred consideration, escrow arrangements and targeted indemnities, as is often the case in M&A transactions where forward-looking risks are difficult to price at signing.

The Climate Law is also expected to influence how deals are structured and negotiated. General compliance warranties may no longer be sufficient in deals involving climate-sensitive sectors. Purchasers may seek more tailored protections relating to emissions data, reporting systems, greenhouse gas emission permit status, monitoring-reporting-verification compliance, annual reporting, allowance exposure, registry or account access, dealings with any market operator where relevant, and regulatory filings. Where a target relies on climate-related representations, there may also be greater focus on whether such statements are adequately supported and internally consistent.

Looking Ahead: Carbon Rights and Investment Strategy

Where a target owns or relies on carbon projects, offsets or similar instruments, what is being acquired, and how robust that value is, may require closer scrutiny. Such rights may depend on registration, verification, issuance, registry recognition and regulatory treatment within the relevant carbon market framework, and their transferability may not always be straightforward, particularly as the regulatory framework continues to evolve.

More broadly, the Climate Law may begin to influence investment strategy beyond the transaction itself. As the framework becomes more defined, purchasers may place greater emphasis on a target’s ability to align with transition requirements, access green financing and meet investor expectations. This may, in turn, shape both deal appetite and post-closing priorities.

Over time, this may contribute to a broader shift: targets with stronger emissions visibility, more developed compliance systems and a clearer transition pathway may become easier to assess, finance and ultimately exit.

Conclusion

The Climate Law is unlikely to reshape the Turkish M&A market overnight, and much will depend on how the framework develops in practice. Even so, climate considerations are moving more firmly into the centre of transactional analysis.

For purchasers and sellers, this is likely to translate into a more structured approach to identifying and addressing climate-related risks earlier in the deal process. From a legal due diligence perspective, this may increasingly require a more thorough assessment of ETS scope, greenhouse gas emission permit exposure, monitoring, reporting and verification compliance, annual emissions reporting, potential allocation and surrender obligations, registry or account requirements, regulatory filings, inspection history, and any administrative sanctions or enforcement risks arising under the Climate Law framework. In that sense, the shift may be less about new risks emerging, and more about familiar ones being addressed through clearly prescribed indicators of compliance.

Keeping pace with these developments may soon become an integral part of the deal process.

Hope for the Best, Prepare for the Worst

Joint ventures are never formed with the expectation of problems and failure. That kind of mentality would go against both the spirit of a joint venture and the realities of commercial life. In the early stages, the parties usually share a common, commercial goal, built on a foundation of trust. However, while joint ventures typically begin with high expectations, their long-term success depends less on optimism and more on how well they are structured from a legal and organizational perspective. Once the business begins to operate, disagreements between shareholders or between shareholders and the company can and often do arise. Differences in priorities, financial outlook, and long-term plans constitute an unavoidable risk for almost all partnerships.

In practice, a significant portion of these disputes is actually preventable. The root of the problem usually goes back to how the joint venture was set up in the first place. Many companies are still structured in a way that tends to overlook the specific dynamics and risks of the joint venture itself. Once disagreements arise, the parties are left without a clear framework to guide them.

For this reason, parties should adopt a “hope for the best, prepare for the worst” mindset from day one. A well-structured legal foundation sets the tone for how the joint venture will function when opinions differ. It is the crucial details like anticipating risks, defining boundaries, and agreeing on how to handle disagreements that ultimately separates a long-term partnership from one that breaks down under pressure.

In Joint Venture Structuring, One Size Does Not Fit All

One of the main weaknesses in many joint ventures is the reliance on generic legal documentation. The articles of association serve as the company’s constitutional document, forming the legal backbone of its governance structure under Turkish law. Minimalistic articles of association may meet the statutory requirements and be sufficient to officially incorporate a company, but the structure is set up to fail unless it reflects the specific needs of the partnership. Such lack of tailoring can create uncertainty when conflicts emerge.

Shareholders’ agreements are intended to set out the finer details of the relationship between the parties, particularly where the articles of association fall short. However, these agreements are also sometimes drafted using standardized templates without sufficient customization to the specifics of the joint venture. When both the articles of association and the shareholders’ agreement take a “one size fits all” approach, issues are almost inevitable.

In such cases, the lack of clear guidance tends to become more visible and impactful over time, particularly as the parties’ interests start to move in different directions. What may initially seem like a practical and efficient structure can make it much harder to deal with disagreements when they come up.

Avoiding Deadlock by Design

Equal shareholding structures, particularly 50-50 joint ventures, may appear balanced at first glance but they often create real challenges in decision-making. When neither party has the final say, disagreements can quickly lead to deadlock. In such situations, even relatively minor issues may prevent the joint venture from moving forward, affecting both its day-to-day operations and the overall direction of the business.

To avoid this, the parties should have a clear understanding of how these situations will be handled. Putting in place deadlock resolution mechanisms helps prevent inconsequential disagreements from bringing the business to a halt. When these mechanisms are agreed early on, it becomes much easier to manage situations where the parties are unable to reach a consensus.

Out of Sight, Not Out of Mind

Joint ventures involving foreign parties come with additional practical challenges. Foreign shareholders are usually not directly involved in the day-to-day operations of the company and may have limited visibility over what is actually happening. If communication is not established properly, it can take their toll on the joint venture and the relationship between the parties, which was once built on trust and cooperation.

This is why keeping a consistent flow of information becomes more important, especially in cross-border partnerships. Regular reporting and basic internal controls help foreign shareholders stay informed and maintain a reasonable level of involvement. For the foreign side, having proper reporting mechanisms in place and local support also makes it easier to understand both the operational and legal side of the business.

Without a clear system, it becomes difficult for foreign shareholders to keep up with the day-to-day operations. This can make it harder to assess the company’s direction and react to problems in a timely manner. Maintaining a steady flow of information is necessary for keeping the relationship transparent and minimizing disputes.

Final Thoughts

Joint ventures rarely experience problems because of a single issue. As the partnership progresses, loopholes and vulnerabilities in the structure become a barrier between the business and progress. Clear agreements, defined roles and practical mechanisms for communication take effort but the care shown at the beginning pays dividends later on and more importantly, when it matters the most.

Children’s presence in digital environments is no longer incidental; it is structural. Social media, online games, and AI-driven platforms are part of everyday life from an increasingly early age. In response, Türkiye has entered a new phase of regulation: moving beyond general platform rules to address children as a distinct regulatory category requiring enhanced protection.

Recent developments reflect a broader regulatory approach that extends beyond a single legislative measure. Instead, child protection in digital environments is increasingly shaped through a combination of legislative reforms, regulatory initiatives, and policy frameworks.

The Evolving Legal Landscape

Türkiye’s efforts to strengthen child protection in digital environments have recently taken a significant step forward. The amendments introduced to Law No. 5651 establish a more structured framework for addressing risks associated with children’s use of digital services and platforms.

Among the most notable changes are restrictions on the provision of social network services to users under the age of 15, the introduction of age verification requirements, and obligations relating to parental control tools and other measures aimed at enhancing child safety online. Together, these measures reflect a shift toward a more proactive regulatory approach, placing greater responsibility on digital platforms to identify, assess, and mitigate risks affecting minors.

These developments confirm a broader regulatory trend: children are no longer treated merely as ordinary users of digital services, but as a category requiring enhanced legal safeguards and dedicated compliance measures.

The Role of the 2026-2030 Action Plan

Alongside legislative reforms, the “Action Plan for Strengthening Children in the Digital World (2026-2030),” published in February 2026¹, continues to serve as an important policy framework guiding Türkiye’s approach to child protection in digital environments.

The Action Plan does not create binding obligations in itself. However, it plays a critical role in shaping the regulatory agenda by defining priorities such as:

• reducing children’s exposure to harmful digital content,
• strengthening institutional coordination, and
• promoting safer digital environments through both regulation and awareness.

Importantly, the plan adopts a multi-stakeholder perspective, explicitly involving not only public authorities but also private sector actors. This reinforces the idea that child protection in digital environments is not solely a matter of state intervention, but also of corporate responsibility².

The Expanding Scope of Regulation Across Gaming and AI

Another notable trend is the expansion of regulatory attention beyond traditional social media platforms.

Children’s exposure to digital risks is no longer limited to user-generated platforms. Online games, algorithmic recommendation systems, and AI-generated content are increasingly part of the regulatory conversation.

The newly introduced framework demonstrates that Türkiye’s approach to child protection is extending beyond social networks to encompass a broader range of digital services. In particular, the introduction of specific obligations for actors operating within the gaming ecosystem reflects growing recognition of the role digital games play in shaping user behaviour, engagement, and online experiences.

At the same time, concerns around AI-generated content, particularly its potential to create misleading, manipulative, or harmful experiences for children, continue to influence regulatory thinking. While AI-specific child protection rules remain limited, the broader emphasis on child safety and platform responsibility is likely to shape future discussions in this area.

A Hybrid Model Shaped by Global Influence and Local Priorities

While Türkiye’s approach is shaped by domestic priorities, it also reflects broader global trends.

Jurisdictions such as the EU and the UK have already introduced frameworks that impose proactive obligations on platforms, particularly in relation to minors. Türkiye is following a similar path, while maintaining its own emphasis on age restrictions, parental oversight, and centralized enforcement mechanisms.

What is emerging is a hybrid model:

• combining elements of data protection, platform liability, and child welfare policy,
• supported by both legislative tools and policy instruments such as the Action Plan.

What This Shift Means for Businesses

For companies operating in Türkiye’s digital ecosystem, particularly those accessible to children, the emerging framework translates into several immediate priorities:

• Age assurance: Age verification is becoming a central compliance requirement, particularly for social network providers subject to restrictions on access by users under the age of 15.
• Advertising & profiling: Practices involving minors, especially behavioral advertising, are increasingly sensitive under data protection principles and regulatory scrutiny.
• Platform responsibility: An increasing shift toward proactive measures, including content filtering, parental control tools, and risk mitigation mechanisms.
• Product design: Engagement-driven features (e.g., recommendation systems, gamified mechanics) may be assessed through a child protection lens, particularly where they influence user behavior.
• Governance: Compliance is becoming cross-functional. Legal, product, and technology teams must work together to integrate child safety into service design and operation.
• Enforcement risk: Non-compliance is increasingly accompanied by significant regulatory and financial consequences, reflecting a broader shift toward stronger enforcement and platform accountability.

Conclusion

Türkiye has taken significant steps toward establishing a more structured and proactive framework for protecting children in the digital world.

Rather than relying on a single piece of legislation, this framework is shaped by a combination of legislative reforms, regulatory practices, and policy initiatives. Together, they reflect a clear shift from general platform regulation to child-specific digital governance.

For businesses, this means that compliance requires more than adapting terms and conditions. It involves rethinking how digital services are designed, how users are onboarded, and how risks are identified and mitigated, particularly where children are concerned.

In this evolving landscape, the key question is no longer whether stricter rules will emerge, but how quickly companies can adapt to a model where child safety is embedded into the architecture of digital services.

An association of undertaking is a “common roof” built to shelter and bring together the competitors in a market. These structures provide a space for dialogue, education and representation. Yet, beneath this roof, the close proximity of rivals creates a unique legal friction in terms of competition law risks.

Article 3 of Law No. 4054³ defines an association of undertakings as “any kind of association, with or without legal personality, formed by undertakings to achieve specific purposes.” The typical examples are trade associations, industry federations, professional chambers, exporters’ unions and any sectoral coordination platform or NGO. Some of these entities are established by specific legislation (for example, Turkish Pharmacists Association organized under Pharmacists’ Association Law No. 6643), yet not all have such a legal basis for their establishment and are founded entirely through private initiative (Fertilizer Producers Association, Turkish Cement Manufacturers Association, etc.). The common point in all these structures is that the members are independent economic entities, organized around “a specific purpose”. In addition to the wording of the law, another important element in determining associations of undertakings is “continuity.”⁴ In this context, it is seen that undertaking formations that do not contain the element of continuity cannot be considered as associations of undertakings and will be evaluated more within the scope of the concept of agreements between undertakings expressed in Article 4 of Law No. 4054.

Since some of the associations of undertakings are established by and regulated through a specific legislation, whether decisions and practices of these types of associations are subject to competition law, and the scope of the Competition Board’s (the Board) jurisdiction in this area, has been the subject of various Board and court decisions. In a decision⁵ in which similar discussions were addressed, the Board stated that, even where sector-specific regulation exists, examining the anti-competitive effects of the conduct falls within the Authority’s field of duty and there is no obstacle to imposing sanctions where an infringement is established. In this context, any conduct by an association of undertakings that exceeds the authority and responsibilities explicitly granted to them by law or secondary legislation, to the extent that it restricts competition, falls within the Competition Authority’s field of duty.

What is “not” a decision of an association of undertakings?

While defining an association of undertakings may seem easy, in practice, it can be debatable whether actions restricting competition taken by undertakings within an association should be considered a decision of the association or an agreement between the undertakings who are considered as members. In this context, the Board exercises considerable caution in its scrutiny of communications and agreements among members of associations of undertakings. If the agreements are concluded between undertakings without the decision or support of the relevant association of undertakings, such agreements are assessed on their own merits as an agreement among competitors rather than a decision of an association of undertakings, and no sanctions are imposed on the relevant associations. Two examples illustrative of this evaluation are 1) the Board’s investigation and settlement decision⁶ concerning a group of engineers who were members of the Afyonkarahisar Representation of the Chamber of Geological Engineers, affiliated with the Union of Chambers of Turkish Engineers and Architects, and 2) its preliminary investigation decision⁷ concerning undertakings engaged in red meat producing activities. In the first decision, the subject of the investigation was that some engineers operating within the Union provincial representation jointly determined the fees for geotechnical site investigation report through a protocol. In this case, The Board carefully scrutinized whether the protocol in question constitutes a decision of the Union provincial representation which is defined as an association of undertakings in terms of Article 3 of Law No. 4054 in the decision. The Board identified that the signature of a high-level representative of the Union provincial representation appeared on the protocol, yet it has been determined that the signature on the protocol was in the capacity as an engineering company owner rather than a deputy representative of the Union representation. Additionally, during the on-site inspections conducted, no decision of a Union representation constituting a violation of Law No. 4054 was found. As such, the Board concluded that the protocol and the preceding communication among certain engineers on WhatsApp do not reflect the will of Union representation even though the parties to the protocol are members of the Union representation.

In the red meat producers case, an ex officio investigation was initiated following news reports in the press about the increase in red meat prices. Among red meat producers, two producers’ unions were also investigated. The decision states that the “mutual assent” required under Article 4 of Law No. 4054 among meat producers could not be demonstrated. Besides, during on-site inspections conducted at the unions, no association of undertakings decision that could raise the issue of a violation of Article 4 of Law No. 4054 was found. Therefore, the Board did not impose a fine on the association even though the association provided a communication platform for the producers. On the contrary, where an association plays a facilitating role in an infringement or adopts decisions restricting competition between members, the Board finds the association of undertakings responsible for the anti-competitive action and imposes sanctions, as seen below.

Types of Risky Conduct concerning Associations of Undertakings

As platforms where competitors come together, associations of undertakings can create a relatively institutional environment that can facilitate coordination. While the competition law risks that may arise under the umbrella of an association are not different from those arising from agreements between undertakings, the most frequently encountered risks in practice can be listed as follows: a) Price coordination (setting minimum prices or tariffs, aligning discount policies etc), b) Exchange of sensitive information (future pricing strategies, production volumes, customer or supplier data) c) Market allocation (geographic or customer segmentation) d) Output or capacity restrictions (coordinated production limits, supply restrictions etc.) e) Membership restrictions (unjustified refusal to admit new members or discriminatory conduct).

The exemplary decision of the Board regarding the price fixing and supply restrictions through the decision and practices of association of undertakings is the decision⁸ concerning the Central Union of Egg Producers and its 12 affiliated local unions. Firstly, in the decision the Board reiterates the fact that professional chambers, tradesmen’s chambers, unions, cooperative unions, and producer unions are accepted as associations of undertakings under Article 3 of law no 4054, despite being established by law. It is also stated in parallel to the Board’s precedents that the actions of associations which are mere exercise of their powers arising from legislation are excluded from the scope of Law No. 4054. In this respect, first the Board determined that the aforementioned unions are primarily within the scope of Agricultural Producer Unions and Central Unions. The Unions were established with the approval of the Ministry in accordance with the provisions of the Agricultural Producer Unions Law No. 5200 (Law No. 5200) and the Regulation on the Establishment Procedures and Principles of Agricultural Producer Unions. Second, the Board determined that the presidents of the producer associations, through their meetings, and communication through messaging applications agreed on a base price for egg sales, known as a reference price, and disseminated this price to numerous egg producers across the country. It was concluded that both the price fixing and the suggestions to reduce production capacities through the unions constituted a violation of Article 4 of Law No. 4054. Third, although Law No. 5200 includes monitoring market prices among the duties of producer associations, the Board stated that this duty aims to observe market prices, increase the marketing potential of products, and find solutions to the problems of market stakeholders. The fact that producer associations monitor the prices formed in the market and inform their members by following past prices does not constitute the basis of the violation identified. As a result, the Board imposed administrative fines on the egg producer associations for exceeding the powers granted to them by Law No. 5200 and engaging in behavior that restricted competition.

Another interesting case is the Board’s Konya Jewelers Association decision⁹. It was found that the association had attempted to determine purchase and sale prices for different types of gold and that a price list titled as a “recommendation” had been published for the purpose of setting purchase and sale prices. Although the price was “recommended”, various sanctions were imposed by the association on members who did not comply with the prices on the list. While no infringement was established for the member undertakings, the association was imposed an administrative fine on the ground that it had violated Law No. 4054 through price fixing.

In another Board decision,¹⁰ the allegation that undertakings operating in the white meat sector had come together and determined meat prices for dealers was examined. In the decision, administrative fines were imposed on nine undertakings operating in the white meat sector on the ground that they had violated Article 4 of Law No. 4054 by coming together at meetings organized by senior executives to jointly determine the price level and/or by exchanging information aimed at controlling supply. In addition, since a significant portion of the communications aimed at controlling the domestic meat prices took place during the board meetings of the association of undertakings named the Association of White Meat Industrialists and Breeders, and because that association played a facilitating role for the infringement, an administrative fine was also imposed on the association of undertakings. In another earlier decision¹¹ concerning white meat sector, the Board investigated a different producers’ association and its role in determining white meat prices. In the decision, the Board imposed an administrative fine on the association and, on the grounds that the association’s president played a decisive role in the infringement, also imposed an administrative fine on the president herself.

Compliance Strategies for Associations of Undertakings

Effective compliance for associations should begin with structuring how interaction occurs. Meetings must follow clear agendas, avoiding any discussion of competitively sensitive topics, such as pricing, costs, future strategies. Written records should be kept to document that discussions remained within lawful boundaries. Additionally, associations should adopt internal competition law guidelines that regulate information exchange between members. Even seemingly harmless outputs, - circulars, recommendations or sectoral reports- should undergo prior legal review to ensure they don’t create an environment facilitative of coordination.

Equally important is building a culture of awareness and accountability within the association. Board members and staff should receive regular competition law training, with practical guidance on identifying and avoiding high risk conduct. Where associations operate under other regulator frameworks that require a degree of coordination, they must clearly distinguish between actions that are explicitly mandated by law and those that remain discretionary. This distinction is critical to ensure that necessary cooperation does not cross the line into conduct prohibited by Law No. 4054.

A New Layer in Arbitral Practice

Artificial intelligence (“AI”) is rapidly becoming part of everyday legal practice, and arbitration is no exception. From drafting submissions to analyzing large volumes of documents, AI tools are increasingly present throughout arbitral proceedings.

The real question, however, is not whether AI is being used, but how its use should be managed within the arbitral process. In this respect, the need for regulatory and procedural guidance on the use of AI has increasingly come to the forefront. Various soft law instruments have already been introduced to address this emerging issue, and among them “Guideline on the Use of AI in Arbitration”¹² published by the Chartered Institute of Arbitrators (“CIArb”) and the “SVAMC Guidelines on the Use of Artificial Intelligence in Arbitration”¹³ published by the Silicon Valley Arbitration & Mediation Center (“SVAMC”), reflect a clear shift: rather than restricting AI, the focus is on integrating it into the procedural framework in a controlled and transparent manner.

Where AI Fits into the Process

AI can appear at various stages of an arbitration, often in ways that are already becoming standard practice. Counsel may use AI tools to support legal research, draft submissions, summarize documents and analyze case law, particularly in disputes involving large volumes of data. AI is also increasingly used in document review and evidence analysis, including e-discovery, data classification and timeline construction.

In addition, AI can support hearing preparation and case management by assisting with the organization of hearing bundles, analyzing transcripts and comparing witness statements.

For arbitral tribunals, the use of AI is more limited but still highly relevant. AI tools may assist with document organization, reference checks or language refinement. This, however, raises a critical question: should AI replace the tribunal’s decision-making function? Under the current understanding and arbitral practice, the short answer to this question is no, AI’s role must remain strictly supportive. However, whether this position will remain unchanged, given the expanding scope of AI use and the speed of its growth, is far from certain.

Managing AI Through Procedure

Recent international guidance approaches the use of AI in arbitration through practical procedural tools. Of course, the use of AI can be examined across a wide range of issues, however, this article will focus on three recurring areas that emerge in how tribunals address AI within proceedings: disclosure, verification, and the limits of tribunal use.

Transparency through disclosure

One of the preliminary questions is whether parties should disclose their use of AI. While not every use of AI requires disclosure, both the CIArb Guideline and the SVAMC Guidelines approach disclosure as a context-dependent procedural safeguard rather than a blanket obligation.

Under the SVAMC Guidelines, disclosure is not required as a general rule, but may become appropriate depending on the circumstances of the case, particularly where due process considerations arise. These include situations where AI tools materially influence submissions, evidence, or expert analysis, or where their use may otherwise affect the opposing party’s ability to understand and respond to the case. For example, this concern may arise where a party submits legal or technical analyses generated using artificial intelligence without verifying them, and the opposing party, unaware of that fact, is unable to challenge them effectively.

Similarly, the CIArb Guideline frames disclosure through the lens of procedural integrity and enforceability, noting that disclosure may be required where the use of AI has an impact on the evidence, the outcome of the arbitration, or otherwise affects duties owed within the proceedings.

The underlying rationale is, therefore, not transparency for its own sake, but the preservation of core arbitral principles:

• equality of arms,
• the right to be heard, and
• the integrity of the evidentiary record.

In practical terms, disclosure may extend beyond a simple statement that AI was used. As suggested in the SVAMC Guidelines, relevant details may include the tool used, its version, the manner of use, and, where necessary, the prompts and outputs relied upon.

Tribunals, in turn, are increasingly encouraged to address disclosure proactively through procedural orders. The CIArb Guideline explicitly recognizes the tribunal’s authority to impose disclosure obligations, define their scope and timing, and assess non-compliance, including through adverse inferences or cost consequences.

Human oversight as a baseline

Human oversight is not merely a practical recommendation, but a foundational principle underpinning the use of AI in arbitration. Existing guidance consistently treats AI as a supportive tool outputs of which must remain subject to human review, validation, and responsibility.

Both the CIArb and SVAMC frameworks converge on a clear position: the use of AI does not reduce or redistribute responsibility within the arbitral process. Parties and their representatives remain under a duty to verify AI-generated outputs for factual and legal accuracy, with any errors ultimately attributable to the submitting party. More broadly, accountability remains fully human, regardless of the level of technological assistance.

This reflects a deeper procedural logic. AI may assist in generating or analysing information, but responsibility for what is presented as fact or law cannot be delegated. Human oversight therefore operates as a safeguard against risks such as hallucinations, unverifiable outputs and opaque reasoning processes.

At the same time, this baseline raises a forward-looking question. As AI systems become increasingly capable of cross-checking sources and performing complex validation tasks, the line between assistance and autonomous verification may begin to blur. Yet, the current regulatory approach remains firmly human-centric: even where AI can technically verify its own outputs, accountability cannot be transferred to the system.

For now, human oversight functions as both a practical necessity and a normative boundary, ensuring that professional judgment and procedural integrity remain anchored in human decision-making.

Drawing the line for tribunals

The use of AI by arbitral tribunals raises more fundamental and structurally sensitive questions. While efficiency gains are evident, existing guidance draws relatively strict boundaries around permissible use.

Both the CIArb and SVAMC frameworks converge on a central principle: AI must not replace or interfere with the tribunal’s decision-making function. Arbitrators may not delegate any part of their mandate, particularly the assessment of facts, the interpretation of law, or the ultimate decision, and must retain full intellectual control over the award, regardless of any AI assistance.

This limitation is closely tied to core arbitral principles, including the duty to independently assess the case, the requirement to provide a reasoned award, and the need to minimise risks to the validity and enforceability of the award across jurisdictions.

At present, AI is therefore confined to a supportive role, typically limited to organizational and technical functions such as document management, reference checks or language refinement. However, this boundary is not purely technical; it is normative.

Looking Ahead

The more difficult question is not where the line for use of AI in arbitral proceedings currently lies, but whether that line is stable.

As AI systems become more accurate, explainable and context-aware, it is not inconceivable that their role in arbitration will inevitably expand and AI may begin to perform functions resembling legal reasoning. From the perspective of tribunals’ role, this raises a provocative question: could AI one day participate in, or even lead, parts of the decision-making process, with human involvement reduced to a final layer of review?

Current guidance does not permit such a shift and remains firmly grounded in a human-control model. However, as AI systems become increasingly sophisticated, the possibility of more autonomous models, even in areas approaching decision-making, can no longer be dismissed outright.

Whether arbitration will ever encounter fully automated systems remains uncertain. What is clear, however, is that the focus must shift toward designing and maintaining effective balance mechanisms. In that sense, the challenge is not simply to accommodate AI, but to continuously recalibrate the limits of its use in a way that preserves the integrity of the process.

A related issue is the consequence of failing to disclose the use of AI where disclosure is warranted, or of using AI beyond the permitted scope set by the tribunal or the applicable procedural framework. In such cases, the consequences are likely to be procedural rather than technological: tribunals may draw adverse inferences, give reduced evidential weight to affected submissions or evidence, allocate costs against the non-compliant party, or take such conduct into account when assessing procedural fairness and the integrity of the record. In more serious cases, particularly where undisclosed or improper AI use affects due process or the reliability of the award, such conduct may also create enforceability risks at the post-award stage.

In that sense, the boundary is not fixed, but dynamic.

For most real estate projects in Turkey, the municipality is the starting point for a zoning amendment. That remains the default. What is less well understood is that - depending on the nature of the investment, the land’s legal status, and applicable designations - alternative approval routes may exist under Turkish law. Identifying the right route early can materially affect both project timelines and costs.

The Default and Its Limits

As a general rule, local municipalities hold planning authority within municipal boundaries, while provincial administrations hold the equivalent authority for areas outside municipal and contiguous zones. Beyond these defaults, various bodies of the central government hold planning authority as well – but their involvement requires specific legal triggers.

Alternative Route 1: The Ministry of Environment, Urbanization and Climate Change

Several categories of projects may fall within the Ministry of Environment, Urbanization and Climate Change’s (the “MoE”) planning authority:

• Specific infrastructure categories: The MoE has certain planning authorities for specific categories like public buildings and energy and transmission infrastructure.
• Public land and designated public investments: Where land is owned by the central government, or where a project is classified as a central government investment, the MoE may hold the planning authority.
• Stalled municipal approvals: A 2024 amendment introduced a mechanism worth noting: where an applicant has submitted a complete planning file and the competent local authority has not approved it within three months, the applicant may request that the provincial governorship refer the matter to the MoE. The MoE may then approve the plan for a fee.
• Urban transformation designations: Land classified as a risky area, a reserve construction area, or a parcel containing a risky building may fall within the MoE’s planning authorities.
• Coastal and reclaimed land: The MoE also holds certain planning authorities over coastal areas, reclaimed land, and their functionally connected hinterlands.

Alternative Route 2: The Ministry of Culture and Tourism

Where land falls within a designated culture and tourism conservation and development zone or a tourism center, plan approval authority may shift to the Ministry of Culture and Tourism. An important qualification applies where the same land also carries an environmentally protected area designation - a common situation along the Turkish coastline. In such cases the Ministry of Culture and Tourism and the MoE must coordinate through a process, meaning that an additional regulatory layer applies.

Further Alternatives: A Fragmented Landscape

Not every project fits neatly into the routes above. Turkish planning law assigns authority to a range of additional bodies depending on the specific legal status of the land. Some of the more frequently encountered examples are set out below.

The Ministry of Industry and Technology holds plan approval authority in three distinct zone types: organized industrial zones, industrial zones and technology development zones. In each case, plans are prepared by the relevant zone entity and approved by this ministry.

The Ministry of Transport and Infrastructure holds sectoral plan and project preparation and approval authority for certain transport infrastructure: railways, logistics centres, ports, harbours, coastal structures, and airports.

Conservation-purpose zoning plans - applicable in heritage and protected sites - operate under a distinct procedural regime in which a regional heritage conservation board must review and approve the plan before the relevant planning authority can finalize it.

TOKİ (the Housing Development Administration) is also not a general planning authority, but may exercise planning functions - most notably within the urban transformation framework.

A Critical Cost Dimension: The Value Increase Levy

Route selection cannot be assessed in isolation from cost. A zoning amendment requested by owners that generates a value increase – e.g., through a parcel-level function change - may trigger a levy of 90% of the assessed value increase. This levy must be paid before a building permit can be issued; the land cannot be sold or transferred until payment is complete.

Not all projects are subject to this levy. For example, certain urban transformation related designations and transactions are exempt, but the exemption is category-specific and should be tested against the exact statutory wording. This exemption is one factor that may make an urban transformation designation worth examining where project structure permits. However, landowners seeking a reserve construction area designation under the urban transformation legislation are subject to a separate upfront condition: they must either transfer 30% of the buildable land area or pay the cash equivalent to the government.

Conclusion: What This Means in Practice

The choice of approval route involves legal, financial, and timing variables that interact differently depending on each project and parcel. The categories above provide an initial framework, but applicable designations, upper-tier plan constraints, and inter-agency coordination requirements each need to be assessed on the specific facts. Developers who map the regulatory landscape at the outset - rather than discovering it mid-process - are better positioned to structure transactions, set realistic timelines, and avoid the cost of correcting course later.

Family businesses combine ownership, management and family dynamics in a way that creates both strength and risk. Trust, long-term vision and flexibility are clear advantages. At the same time, blurred roles, informal decision-making and personal relationships can undermine consistency and accountability if not properly managed.

For that reason, governance and succession planning should not be treated as secondary topics. They are central to the sustainability of both the business and the family relationship — a dynamic captured, albeit in dramatized form, in Succession, a well-known television series portraying a global media family and its internal power struggles.

Governance: Creating Clarity, Not Bureaucracy

In practice, governance in family businesses is less about adding layers and more about defining roles and expectations in advance.

At a minimum, a family governance framework should clearly address:

• who may be involved in the business and under what qualifications,
• how key decisions (e.g. dividends, investments, succession-related matters) are made,
• how decisions are communicated among family members, and
• how disputes between family members are managed or resolved.

Most conflicts in family businesses arise from unclear expectations. In the absence of clarity, decision-making tends to shift unpredictably between formal authority and informal influence.

It is equally important to distinguish corporate governance from family governance. Business decisions should be taken within a defined corporate structure, while family-related matters should be addressed through separate forums or processes. When these boundaries blur, disagreements risk becoming personal rather than commercial.

Introducing objective criteria for family involvement in the business is also critical. Without such criteria, perceptions of favoritism can quickly arise and erode trust.

Finally, governance — both at the family level and within the business — should be documented. Informal arrangements may function in the early stages, but they rarely survive scale or generational transition.

Turkish law offers a useful analogy, rather than a direct corporate governance model, in this area. The Turkish Civil Code recognizes family property partnerships among relatives, demonstrating that family-based ownership arrangements can be formally structured rather than left to informal practice. Such arrangements must be executed in official form and signed by all partners or their representatives. More broadly, this supports the practical point that governance tends to be more resilient when rules are written rather than assumed.

Turkish appellate case law also shows that governance deficiencies may escalate into corporate crisis. In a decision of the Ankara Regional Court of Appeal (21^st Civil Chamber), a closed family company faced governance disruption following the death of key shareholders and the resulting inheritance structure, which affected the company’s ability to function through its corporate organs. The case illustrates how governance gaps may develop into business continuity and decision-making issues. Another recurring feature of Turkish family company practice is the use of transfer restrictions in articles of association in order to preserve ownership within the family line or limit transfers to outsiders.

A family constitution is also a practical governance tool in this respect. While it is not a specifically regulated legal instrument under Turkish law, it is commonly used in practice to regulate the employment of family members, dividend and compensation policies, family council mechanisms, allocation of authority, and internal dispute resolution.

Succession: A Process, Not an Event

Succession is often postponed until it becomes unavoidable. In practice, this creates uncertainty for both current leadership and the next generation. It should instead be approached as a multi-year process involving leadership development, gradual transfer of authority and alignment on ownership expectations.

A key risk in poorly managed transitions is the emergence of “dual authority”, where one individual holds formal power while another continues to exercise informal influence. This often results in confusion, internal competition and delayed decision-making.

Importantly, ownership and management do not have to pass to the same person. Families may retain ownership while appointing professional management, provided that governance structures are sufficiently robust.

Turkish law also illustrates that the death of a family participant does not necessarily place all heirs in the same governance position. In some legal settings, non-participating heirs may primarily have economic claims rather than an automatic managerial role. This distinction highlights the importance of separating economic inheritance from managerial succession.

Inheritance may also create interim co-ownership and representation issues. In a decision of the Istanbul Regional Court of Appeal (14^th Civil Chamber), the court addressed the position of inherited company shares in the absence of partition, emphasizing that where no valid partition has taken place, the inherited interests may continue to be approached through a joint-heirship structure rather than as fully individualized shareholder rights. This demonstrates how succession can create voting and representation deadlocks in the absence of prior planning. In Turkish practice, succession may also involve representation issues where minor heirs inherit company interests, particularly if a conflict of interest arises with the surviving parent or another family representative.

Succession disputes may further overlap with allegations of inheritance manipulation. In a decision of the Antalya Regional Court of Appeal (1^st Civil Chamber) dated 1 February 2024, it was alleged that a family company structure had been used to exclude a daughter from the economic value of the family estate. This illustrates how opaque or poorly structured succession arrangements may later trigger disputes framed as sham transaction or inheritance-avoidance claims.

In practice, succession processes most commonly fail due to:

• delay in confronting difficult discussions,
• lack of transparency as to criteria and expectations,
• overly personal decision-making, and
• the absence of a structured transition plan.

Another recurring issue is the failure to address ownership succession. Even where leadership transition is managed effectively, fragmented ownership among heirs can create long-term misalignment if not properly structured.

Conclusion

Well-functioning family businesses strike a balance between family influence and institutional discipline.

Turkish law and practice illustrate two interconnected principles. Governance requires clear rules, role allocation, transfer controls and professional decision-making mechanisms. Succession requires advance planning for inheritance, heir representation, fragmented ownership, and the separation between ownership and management transition.

Governance provides the framework within which decisions are made. Succession determines whether that framework can survive generational change.

Where these issues are not addressed proactively, businesses risk shifting from structured decision-making to personality-driven outcomes, often with unpredictable consequences — or, as Succession memorably reminds us, “Everything I’ve done in my life, I’ve done for my children.” In practice, however, good intentions are no substitute for clear rules and disciplined governance.