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Start-Ups and
Investors

From incorporation to investment rounds, we support the legal needs of start-ups and investors.

Start-ups have holding-level needs, and the whole structure from incorporation to the first investment must be set up professionally. Our intellectual property, technology and data protection teams check and refine the legal soundness of the idea, while our commercial law teams incorporate and maintain the company with articles of association that are ready for investors at any time.

We act as the eyes and ears of investors who want to invest in start-ups. We review the target’s intellectual property, data protection and the local legislation of the relevant foreign market, and check its health from a commercial law perspective. We provide legal support in investment rounds, acquisitions, financing and exits, and guide venture capital and private equity clients, together with our financial teams, through competition, finance and corporate law.

What we do

  • Our experienced team checks the legal soundness of ideas
  • Drawing on experience from dozens of start-up incorporations and investor mandates, we anticipate the issues start-ups will face and help them take precautions
  • We offer more than legal support by connecting investors and start-ups
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Frequently asked questions

Common questions on start-up law

What founders and investors ask us most.

Which type of company should we choose for our start-up?

If you plan to raise investment, usually a joint stock company. In a limited liability company, share transfers need notarisation and a general assembly resolution, which makes every investment round and every founder departure more cumbersome. Quite a few start-ups begin as a limited company and convert to a joint stock company at their first serious round, which is a cost in itself.

What kind of agreement should the founders have?

A founders’ agreement covers the split of shares, vesting over time, what happens to a founder’s shares if they leave, how decisions are made, the transfer of intellectual property to the company, and non-compete obligations. Turkish law has no direct equivalent of vesting, so it is usually set up through call options granted to the founders. Investors list this agreement among the first documents they ask for in due diligence.

What do liquidation preference and anti-dilution protection mean?

A liquidation preference lets the investor get its investment back ahead of the founders when the company is sold or wound up. Anti-dilution protection preserves the investor’s stake if a later round is raised at a lower valuation. Both look similar on paper, but the difference between their formulas can significantly change what the founders are left with in a sale.

How can we give our employees share options?

A joint stock company needs a plan set up by a general assembly resolution and a shareholders’ agreement. The shares can come from a conditional capital increase or from shares the company has bought back. How the options are taxed and what happens if an employee leaves should be written down from the start, as these are the points that raise the most questions later.

As investors, what should we look at before investing in a start-up?

The shareholding structure and earlier investment agreements, whether the intellectual property really belongs to the company, whether the founders are bound by non-competes with former employers, data protection compliance and key customer contracts. The problem we see most often in early-stage companies is software or a trademark still held in a founder’s own name rather than the company’s.

Team

Our team in this area

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Cansu Demirci Aras
Partner
Advisory
Başak Özkan Bulut
Director
Advisory
Beklen Aydemir Doğu
Managing Associate
Commercial Operations
Esin Balçık
Managing Associate
Advisory · Litigation & Enforcement
Mehmet Ali Begdeş
Managing Associate
Commercial Operations
Semra Gürçal
Managing Associate
Advisory

Contact

How can we help?

Tell us briefly about your matter and the relevant team will get back to you.
info@sch-legal.com · +90 212 709 08 50

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