Reading a Series A term sheet through Turkish-law eyes

Most Turkish founders sign their first major term sheet without reading it as a Turkish-law document. That is a missed opportunity. Turkish corporate law constrains some of the most common deal terms more than founders realise.

Drag-along, tag-along, and what survives Article 614

Drag-along provisions are enforceable in Türkiye, but their mechanics need to be drafted around the limits of the Turkish Commercial Code's voting and pre-emptive rights regimes.

Vesting that actually vests

Reverse vesting via share repurchase remains the cleanest mechanism. Trust mechanisms imported from US deals often do not survive the Turkish tax analysis.