Insights4 February 2026
Reading a Series A term sheet through Turkish-law eyes
The clauses that travel from Delaware norms into a Turkish JSC, and the ones you should renegotiate before you sign.
Written byGörkem Gökçe
- M&A
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.