In 2007, I moved to Istanbul. My parents are Turkish but I had never lived in Turkey before. Before that, I lived in London. At the time, Magic Circle Clifford Chance sponsored me while I was studying law and provided me with a training contract.
After graduating as an English lawyer, I started working in the Assets and Structured Finance department, which later merged with the Project Finance department when the offices moved from City to Canary Wharf.
I have had the chance to advise on asset financing transactions, structured and large-scale projects in English law.
In Istanbul, I co-founded Bezen & Partners and was surprised at the demand from clients for lawyers qualified in English law and fluent in the Turkish language.
We established the firm in October 2007 and at that time there weren’t many English lawyers living in Turkey, let alone with Turkish skills. Shortly after the company was founded, we landed the largest contract to privatize a power generation portfolio.
We acted on behalf of a large Turkish conglomerate in the privatization process as well as in the financing of the operation. Subsequently, we were nominated by the same Turkish conglomerate for the largest wind farm project finance contract at the time. We appointed my previous firm to assist as English legal adviser on certain aspects of the agreement.
This wind farm agreement was the only one of its kind in which the three international financial institutions – the European Bank for the Development of Reconstruction, the International Finance Corporation and the European Investment Bank – were involved. Late 2007 and early 2008, before our first anniversary, were a pretty busy start.
What the market looks like today
Having worked in the Turkish market for 14 years, it is clear that English law remains a priority to this day.
Loan agreements are based on the Loan Market Association (LMA), even when only local banks are involved as initial lenders.
Sometimes we come across loan agreements that look a lot like LMA documentation (and include concepts focused on English law) but are in Turkish language or governed by Turkish law.
Most security agreements are governed by Turkish law. However, the security contract itself is a replica of the security contract based on English law.
Local legal aspects of creating, holding, and enforcing security are included, but representations, warranties, covenants and events of default and many standard provisions are very much aligned with security documentation. of English law.
The same approach is taken with respect to engineering, procurement and construction and operation and maintenance agreements for project finance transactions.
Many Turkish entrepreneurs use the documentation based on the International Federation of Consulting Engineers (FIDIC).
If not based on FIDIC, the construction contract is governed by English law. Sometimes the applicable law is replaced by Turkish or Swiss law. The fact remains that these agreements are based on and influenced by the documentation of English law.
My role as an English solicitor is twofold. Firstly, Turkish clients contact me with questions about the concepts and provisions of English law, as I can explain them in their native language.
Secondly, I act as an interface between the legal advisers in English and my own Turkish team or the client himself.
If the contribution of Turkish law needs to be explained in more detail by drawing parallels with English law, then I can pass it on to the English lawyer in charge of the investigation.
Also, if there is any need for further explanation as to why the English lawyer is asking my Turkish team some questions, I can explain the reason to my staff.
The English lawyer, on the other hand, benefits from my native Turkish language skills when the underlying issues of English law need to be conveyed and explained to the client in a simple and clear manner.
For transactions and disputes with a foreign element, English is the primary working language used in this market, while English law is used as a model for many agreements in this market, although it is governed by the Turkish law or any other foreign law.
An understanding of concepts of English law such as representation against warranty, indemnity against indemnity is paramount in advising clients on material transactions involving a foreign party.
There are essential differences between the concepts of Turkish and English law since the Turkish legal system is a civil law system, derived from the German, French, Swiss and Italian systems. It is therefore important to us that our lawyers have a clear understanding of the main differences between English and Turkish law, and we provide in-house training in English law, so that they are well prepared.
This market will continue to place importance on English law and use English as a working language in cross-border transactions and transactions with a foreign element.
Turkish lawyers need to acquire a basic understanding of the concepts of English law, as clients become more demanding and the legal landscape in this country is changing.
YeÅim Bezen is a partner at Bezen & Partners in Istanbul