TRANSACTION INTERVIEW 17 and tailored separately in a way that could be legally enforced. How did you work with Gökçe Attorney Partnership and other firms to ensure a satisfactory outcome for all parties involved? Representatives of Figopara and Gökçe Attorney Partnership as well as other parties’ counsels made invaluable contributions to the process with their cooperative, constructive and open approach. We had previously worked with our colleagues on different transactions, which allowed us to overcome challenges in a more amicable and prompt manner. Such a big deal with so many parties involved would not have been possible without the support of all parties involved with great harmony and teamwork. Are there any other comments that you would like to make about the operation? Growth finance deals are not shortterm transactions. Processes following the closing are also vital as ensuring stability is imperative. We also prepare a ’closing bible‘ that outlines what needs to be considered after a deal is sealed. Accordingly, we continue to assist and support our clients for the post-closing actions. Last but not least, we also observe that sometimes the legislation falls behind emerging technology-related markets. As legal practitioners we are keen to understand the dynamics of these technologies, be a little less conservative by finding a balance, and determine an appropriate perspective for innovative and dynamic sectors with a solution-oriented approach. Thanks to our client, we also adopted an entrepreneur-friendly approach with an open dialogue by sharing our due diligence findings with the Figopara team, allowing them to clarify such issues in a prompt manner ahead of closing. With the valuable cooperation of Figopara and their legal counsels, we were able to run such a complex process swiftly. We believe that such an approach provided significant benefits for the other investors as well. Finalisation of the SHA was quite intricate considering Figopara’s relatively complicated shareholder structure and complex clauses accustomed to growth finance deals including liquidation preference, anti-dilution and others. Since SHA was subject to English law, we had to prevent conflicts to make it compatible with directly applicable rules under Turkish law. Finding a balance and reaching a viable SHA and articles of incorporation was vital and challenging. We overcame these challenges and tailored the SHA by working together with the counsels of all parties, making invaluable contributions. Furthermore, tech M&As are under scrutiny in Türkiye. The Turkish Competition Authority, which has amended its communiqué concerning mergers and acquisitions recently, is particularly interested in such deals. We established that obtaining approval from the Authority was also vital for this deal. Accordingly, the deal was tailored to allow certain control change clauses to be enforced following such approval and hence those were dealt with, designed Can you tell us more about the work performed by yourself and your team during this investment round? We represented the leading investor, L2G Ventures, who was referred to us by our existing client and one of the investors of this deal, ScaleX. We always feel privileged to work with highly reputable and experienced clients. We conducted a thorough legal and tax due diligence and advised L2G Ventures on drafting and negotiating the deal documents. We also assisted our client during the signing, closing and post-closing stages. What obstacles did you overcome in the course of the round, if any? This was an in-depth legal due diligence process that required analysing numerous regulations entangled with one another, including banking and finance, eCommerce and privacy. Yet there are some non-regulated aspects to markets supported by fintech and technology. In that respect, legal due diligence was quite challenging as it also involved certain unregulated matters. To refrain from disrupting the innovative and dynamic nature of this sector and to overcome problems encountered, we liaised on such issues with the Figopara team to systemise and understand their operations, which allowed us to identify advantages and risks accurately with a business-minded approach. As the legislation may fall behind emerging technology markets, we are keen to understand such dynamics, be less conservative by finding a balanced, innovative and solution-oriented approach.
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