The United Kingdom left the European Union on 1 January 2020 and EU legislation will apply until the end of a transitional period on 31 December 2020. The UK government has always suggested that it would not seek to extend the transition period. Recent statements by the Prime Minister and other senior cabinet officials indicate that the UK government may not be able to conclude a trade deal with the EU before the end of the transition period. Under Turkish obligation law (TCO), a proposal reflects the willingness of the offering party to enter into a contract. Two main features of an offer are (i) the bidder bound by its offer and (ii) the contract to be entered into if the consideration accepts the offer. Therefore, a “proposal” must have all the essential elements necessary for the conclusion of a contract. A price offer that is not properly worded and does not have certain reservations would allow the other party to enter into an erroneous contract with a simple affirmative answer. On the other hand, the party wishing to make an offer must also ensure that its offer contains all the appropriate essential elements in order to avoid the risk of an allegation that there is no valid offer, so there is no agreement. Detailed information on all pension plans, equity plans, insurance plans and other occupational benefit plans. The most important legal document in the context of share transfer transactions is the sales contract. Sales contracts generally consist of conditions relating to the sale price and payment methods, (ii) preconditions, (iii) of the seller`s insurance and guarantees, (iv) of the conclusion, (v) of the penalty and compensation, (vi) of the buyer`s selling costs, vii) of other obligations such as the non-competition obligation.
A “single materiality cratifier” retains the terms materiality and knowledge to determine whether a seller made a false presentation or violated a warranty, but if a misrepresentation or violation has been found, the term meaning is not taken into account when determining damages. Subject to any deductible limitation and other damages in the G.S.O., the purchaser may compensate the entire amount of his damages caused by the violation. A “double materiality cratifier” denies the terms of materiality and knowledge, both to determine whether an misrepresentation has been made and whether a guarantee has been breached and for calculating the damage caused by such an offence. For share transfer transactions, the seller`s obligation to transfer the shares and the buyer`s obligation to pay the purchase price may be subject to suspensive and/or termination conditions. For some transactions, authorizations or administrative authorizations may be required to make acquisitions and/or certain regulatory measures may be required. For most transactions, confidential information is disclosed by both parties, so it is common practice for the share purchase agreement to include confidentiality provisions that address these matters. A BSG that is the subject of fierce negotiations and nuances generally contains a compensation clause for liability for losses resulting from misrepresentations and violations of guarantees, alliances and other agreements.
