Startup Law
Startup law covers the legal structures of a venture, from incorporation to investment and exit.
Services
Venture Capital Investments
Advice to founders and investors on term sheets, investment agreements and capital increases.
Incorporation and Structuring
Advice on joint stock and limited liability incorporations and on setting up shareholding structures.
Shareholders' Agreements (SHA)
Shareholders' agreements covering voting rights, transfer conditions and exit arrangements.
NDAs and Collaborations
Confidentiality agreements that protect intellectual property and trade secrets during collaborations.
Employee Stock Option Plans (ESOP)
Option plans that give employees the right to acquire shares in the company.
Due Diligence
Review of a venture's financial and legal position before investment, with findings reported to investors.
Contract Management and Negotiation
Drafting and negotiating service, distribution and technology transfer agreements with suppliers, customers and investors.
Regulatory Compliance
Advice on regulatory compliance and permits for ventures in regulated sectors such as fintech, health technology and artificial intelligence.
Exit Strategies
Advice on the legal aspects of exit options such as an IPO, merger or acquisition.
Commercial Dispute Resolution
Mediation and settlement options for shareholder disputes, breach of contract claims and investor conflicts.
Frequently asked questions
- Is a term sheet binding?
- A term sheet is generally non-binding, though specific clauses such as confidentiality and exclusivity are expressly made binding. The economic and governance balance agreed at this stage is rarely reopened in share purchase agreement negotiations.
- How is the founders' shareholding structured?
- Alongside the split itself, a founders' agreement sets up vesting, tying a founder's shareholding to continued involvement. It typically provides a cliff period followed by monthly vesting, with unvested shares repurchased on departure.
- How is an employee share option pool (ESOP) set up?
- An ESOP is established through a plan granting employees the right to acquire shares in future, adopted by general assembly resolution together with the plan documents. Whether the pool is created before or after a funding round affects the founders' effective ownership, and the tax and employment law dimensions should be assessed together.
- What does legal due diligence in a funding round cover?
- The review covers the shareholding structure and share ledger, assignment of intellectual property to the company, employee and contractor agreements, customer and supplier contracts, and KVKK compliance. A frequent problem is code produced by founders or contractors whose economic rights were never properly assigned to the company.
- What are the legal implications of operating in a technopark or incubator?
- Operating in a technology development zone brings certain exemptions and incentives under Law No. 4691, conditional on carrying out the activity within the zone and on approval of the project. Record-keeping and reporting obligations apply to R&D personnel, and activities outside the supported scope must be accounted for separately.
Contact and case review
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