HUKUK DANISMANLIGI VE TEMSIL FAALIYETLERI
(Powered by Kern Finans)
Hukuk Danismanligi ve Temsil Faaliyetleri (Law Consultancy and Representation Services) was founded by Gurbuz Kuyucu at Gaziantep in the year of 1994. In the year of 2002 was started the Legal Office for Kern Petroleum Corporation and gained full representation of Kern Finans ve Danismanlik Hizmetleri, the sister companies of KFDH as Head of Legal.
Hukuk Danismanligi ve Temsil Faaliyetleri was powered by Kern Finans ve Danismanlik Hizmetleri. The Hukuk Danismanligi ve Temsil Faaliyetleri offers solutions and legal consultancy on the below;
Banking & Finance Law
Real estate law
Capital markets law
Foreign investment law
The Hukuk Danismanligi ve Temsil Faaliyetleri was restructured in the year of 2014 and has been functioning as the legal department of Kern Finans ve Danismanlik Hizmetleri (Head of Legal) ´till today. The legal department performs the following duties:
• Submits its legal opinions on various legal matters as requested by the trade desk of Kern Finans under the direction of the Principal.
• Examines the drafts of regulations, contracts, written engagements and other such regulatory documents sent by the trade desk of Kern Finans and presents its opinions.
• Participates in the preparatory work of the regulation and contracts concerning the bank, with the approval of the trade desk of Kern Finans
• Follows, monitors, defends, carries out all necessary procedures to conclude the administrative and judicial (legal and criminal) lawsuits and debt enforcement procedures in which the bank is a party to at the relevant courts and authorities
• Monitors and supervises the lawyers hired with the decision of the competent authority as an exception and restricted to a specific job,
• In exceptional cases, asks for legal advice from sources outside the bank, with the decision of the competent authority and when necessary,
• Attends and offers legal assistance in meetings within the bank or at public institutions and agencies and other institutions, with the permission and approval of the principal,
• Follows new legislation concerning the primary duties and powers of the bank and informs the concerned units at the bank,
• Receives notifications from judicial and administrative courts, arbitrators, debt nforcement offices and public notaries sent to the Head Office and divisions of the Head Office on behalf of the Head Office; informs the former of the legal requirements and procedures,
• Determines the fundamentals and procedures and gives instructions for transfer to the Head Office of the lawsuit, legal proceeding and debt enforcement notifications to the branches ,
• Prepares general instructions to ensure uniform practice in addressing legal matters that the branches encounter,
• Creates files pertaining to the lawsuits and legal proceedings pursued by the Head Office and the Branches.
The Hukuk Danismanligi ve Temsil Faaliyetleri check and create the contracts the financial instruments under the following Laws;
-Banking Law (Law No. 5411):
The objective of the Banking Law (Law No. 5411) (published in the Official Gazette dated November 1, 2005, No. 25983 (bis)) (as amended) (the Banking Law”) is to regulate the principles and procedures of ensuring confidence and stability in financial markets, the efficient functioning of the credit system and the protection of the rights and interests of depositors.
The deposit banks, participation banks (Islamic banks), development and investment banks, the branches in Turkiye of such institutions established abroad, financial holding companies, The Banks Association of Turkiye, Participation Banks Association of Turkiye, Banking Regulation and Supervision Agency (the “BRSA”), Savings Deposit Insurance Fund (the “SDIF” or, the “Fund”) and their activities shall be subject to provisions of this law.
• Regulation on the Procedures and Principles for Accounting Practices and Retention of Documents by Banks (published in the Official Gazette dated November 1, 2006, No: 26333): The objective of this Regulation is to regulate the procedures and principles for achievement of transparency and uniformity in accounting and reporting systems of banks, prevention of unrecorded transactions, sound and reliable recognition of their operations in accordance with their actual costs and preparation, reporting and publication of financial statements containing information on their consolidated and non consolidated financial positions and financial performances and managerial efficiency on a correct and timely basis and retention of documents.
• Regulation on Measurement and Assessment of Capital Adequacy of Banks (published in the Official Gazette dated November 1, 2006, No: 26333): The purpose of this Regulation is to regulate the procedures and principles for ensuring that banks maintain adequate capital on a consolidated and non-consolidated basis as hedging against potential losses that may be incurred as a result of risks experienced.
• Regulation on the Principles and Procedures of Banking Sector Recapitalization Scheme (published in the Official Gazette dated February 1, 2002, No: 24658): The purpose of this Regulation is to lay down the principles and procedures for the recapitalization scheme designed for the private owned deposit-taking banks incorporated in Turkiye with the ultimate aim to establish a sound and transparent banking system. The provisions of this Regulation are to be applied to the privately owned banks incorporated in Turkiye that are authorized to accept deposits, excluding banks taken over entirely or partially by the SDIF, publicly owned banks, special finance institutions, development and investment banks and the branches in Turkiye of banks established in foreign countries.
• Regulation on the Internal Systems of Banks (published in the Official Gazette dated November 1, 2006, No: 26333): The purpose of this Regulation is to lay down procedures and principles concerning the internal control, internal audit and risk management systems to be established by banks and the functioning of these systems.
• Regulation on the Procedures and Principles for Determination of Qualifications of Loans and Other Receivables by Banks and Provisions to be set aside (published in the Official Gazette dated November 1, 2006, No: 26333): The purpose of this Regulation is to determine the principles and procedures for the classification of loans and other receivables of banks according to their characteristics and for the provisions to be set aside therefore.
• Regulation on Operations of Banks Subject to Permission and Indirect Shareholding (published in the Official Gazette dated November 1, 2006, No: 26333): The purpose of this Regulation is to regulate the procedures and principles for operations of and indirect shareholding in banks subject to permission.
• Regulation on the Establishment and Operating Principles of Asset Management Companies (published in the Official Gazette dated November 1, 2006, No: 26333): The purpose of this Regulation is to establish the rules and procedures relating to the establishment and operations of asset management companies.
• Regulation on Merger, Acquisition, Division and Changes in Shares of Banks (published in the Official Gazette dated November 1, 2006, No: 26333): The purpose of this Regulation is to regulate the procedures and principles for a bank to merge with another or more than one bank or financial institution or to transfer all its rights and obligations along with all its assets and liabilities to another bank, to take over rights and obligations along with all its assets and liabilities or to divide or changes in shares.
• Regulation on Measurement and Evaluation of Liquidity Adequacy of Banks (published in the Official Gazette dated November 1, 2006, No: 26333): The objective of this Regulation is to regulate the procedures and principles for achievement and maintenance by banks of adequate levels of liquidity in order to meet their liabilities with their assets.
• Regulation on Credit Operations of Banks (published in the Official Gazette dated November 1, 2006, No: 26333): The objective of this Regulation is to regulate the procedures and principles for the credits extended by the banks.
• Regulation on Procedures and Principles for Establishment and Operations of Financial Leasing, Factoring and Consumer Financing Companies (published in the Official Gazette dated November 1, 2006, No: 26333): The objective of this Regulation is to establish procedures and principles governing establishment and operation licenses, amendments made to the articles of association and share transfers, managers, contracts to be drawn up, transaction limits, cancellation of operation licenses, mergers, transfers, divisions and liquidation, accounting, reporting and audits concerning financial leasing companies, factoring companies and financing companies.
• Regulation on the Principles and Procedures for Notification of and Taking Oath and Declaration of Assets by Executives to be appointed to Top Management of Banks and Maintenance of the Book of Resolutions (published in the Official Gazette dated November 1, 2006, No: 26333): The objective of this Regulation is to regulate the principles and procedures for notification to the BRSA of persons appointed as the members of the Board of Directors of the banks established in Turkiye and as the members of the boards of directors established in the management head offices of overseas based banks in Turkiye, which operate by establishing branches in Turkiye and as members of the supervisory committees, persons to be appointed general managers and central branch managers and their deputies including persons dismissed from these positions, taking oaths by the chairmen and members of executive boards and boards of directors, submissions of declaration of assets by these persons as well as by regional managers, branch managers and managers of departments, sections, groups and other equivalent divisions and units operating as part of the head office out of their signature power holding staffs and maintenance of resolutions adopted by executive boards, boards of directors, supervisory committees and credit committees.
• Regulation on Equity of Banks (published in the Official Gazette dated November 1, 2006, No: 26333): The objective of this Regulation is to regulate the procedures and principles related to calculation of the sums of equity and consolidated equity to be considered in respect of limits to be observed pursuant to the Banking Law and in calculation of the standard rates concerning equity.
• Regulation on Authorization and Activities of Institutions which will Provide Valuation Services to Banks (published in the Official Gazette dated November 1, 2006, No: 26333): The purpose of this Regulation is to regulate the principles and procedures relating to the authorization, activities and the abolishment of the authorization of the institutions which will provide valuation services to banks.
• Regulation on Bank’s Procurement of Support Services and Authorization of Such Service Providers (published in the Official Gazette dated November 1, 2006, No: 26333): The objective of this Regulation is to regulate the procedures and principles for support service providers providing services of a nature of an extension and completion of the main operations of banks and subjects for which support services may be procured.
• Regulation on the Donations and Aids to be made by Banks and Institutions subject to Consolidated Supervision (published in the Official Gazette dated November 1, 2006, No: 26333): The objective of this Regulation is to regulate the principles and procedures concerning the donations and aids to be made within one financial year by banks and institutions subject to supervision.
• Regulation on the Procedures and Principles for Sales and Purchase of Precious Metal and Disposal of Commodities that have been acquired due to Receivables by Banks (published in the Official Gazette dated November 1, 2006, No: 26333): The purpose of this Regulation is to lay down the principles and procedures governing the sales and purchase of precious metal and disposal of commodities that have been acquired due to receivables by banks.
• Regulation on Authorization and Activities of Institutions to Perform External Audit in Banks (published in the Official Gazette dated November 1, 2006, No: 26333): The purpose of this Regulation is to lay down the principles and procedures governing the authorization, activities and revoking powers of the external audit institutions that will conduct external audit in banks.
• Regulation on the Calculation and Implementation of Foreign Currency Net General Position/Equity Standard Ratio by Banks on Consolidated and Non-Consolidated Basis (published in the Official Gazette dated November 1, 2006, No: 26333): The purpose of this Regulation is to lay down procedures and principles concerning the foreign exchange net general position/equity standard ratio, which banks must implement in order to ensure that the relations and balances are established between their foreign exchange assets and liabilities and that they hold a foreign exchange position at a level in harmony with their own funds.
• Regulation on Financial Holding Companies (published in the Official Gazette dated November 1, 2006, No: 26333): The objective of this Regulation is to regulate the procedures and principles for the scope of financial holding companies, their corporate structures and their limitations and audits.
• Regulation on Voluntary Liquidation of Banks (published in the Official Gazette dated November 1, 2006, No: 26333): The objective of this Regulation is to regulate the procedures and principles for suspension of activities and voluntary liquidation of banks.
• Regulation on the Principles and Procedures for Accepting, Withdrawal of Deposits and Participation Funds as well as the Prescribed Deposits, Participation Funds Custody and Receivables (published in the Official Gazette dated November 1, 2006, No: 26333): The objective of this Regulation is to regulate the procedures and principles for accepting, withdrawal of deposits and participation funds in banks as well as the prescribed deposits, participation funds, custody and receivables.
• Regulation on the Principles and Procedures concerning the Preparation of the Annual Report by Banks (published in the Official Gazette dated November 1, 2006, No: 26333): The objective of this Regulation is to regulate the principles and procedures for preparation and publication by banks of annual activity reports.
• Regulation on the Banks’ Corporate Management Principles (published in the Official Gazette dated November 1, 2006, No: 26333): The objective of this Regulation is to regulate the structures and processes relating to the corporate management of banks and the principles thereof.
(ii) Capital Market Law (Law No. 2499):
The Capital Market Law (Law No. 2499) (published in the Official Gazette dated July 30, 1981 No. 17416) (amended from time to time) (the “Capital Market Law”) defines the capital market activities and the types of institutions allowed to operate in the capital markets, and empowers the Capital Market Board (the “CMB”) for setting the necessary conditions to be met by these institutions, including banks where applicable.
The capital market activities within the scope of the Law are as follows:
• Financial intermediation for the public offering or issuing of capital market instruments which are to be registered with the CMB
• Intermediation on the previously issued capital market instruments,
• Financial intermediation for trading in derivative instruments including the futures and options contracts based on economic and financial indicators, capital market instruments, commodities, foreign currency and precious metals,
• Repo and reverse repo agreements,
• Portfolio management and investment consulting,
• Intermediation in trades involving the leveraged sale of foreign exchange, commodities, precious metals or other assets that may be determined by the CMB and the trades in relation thereto,
• Margin trading and securities lending, and short selling of securities, and
• Capital market activities of other capital markets institutions.
In addition to the foregoing, the CMB issues regulations and communiqués for regulating and supervising the intermediation activities of intermediary institutions including banks who are subject to being licensed by the CMB depending on the type of intermediary service they provide with respect to trading in capital market instruments.
2) Entities/Authorities in charge of the control and supervision. Purposes, powers and functions of each of them-their organization and structure (i.e. public or private, independency or body of the Government to which they belong, size, etc.)
Turkish banks are governed by two primary bank regulatory authorities in Turkiye, the BRSA and the Central Bank of the Republic of Turkiye (the “Central Bank”).
The previous Banking Law (Law No. 4389) established the BRSA, which ensures that banks observe banking legislation, supervises the application of banking legislation, and monitors the banking system. The BRSA has administrative and financial autonomy, and its head office is in Ankara. On March 31, 2000, the first chairman and six other members of the Banking Regulation and Supervision Board (the “BRSB”), which is the decision-making body of the BRSA, were appointed. Each member of the BRSB holds office for six years. The BRSA became operational on August 31, 2000.
The Central Bank was founded in 1930 and performs the traditional functions of a central bank, including the issuance of bank notes, implementation of the government’s fiscal and monetary policies, regulation of the money supply, management of official gold and foreign exchange reserves, supervision of the banking system and advising the government on financial matters. The Central Bank exercises its powers independently and is responsible for its affairs in accordance with the government’s policies. The Central Bank is empowered to determine the inflation target together with the government, and to adopt a monetary policy in compliance with such target.
The Central Bank has responsibility for all banks operating in Turkiye, including foreign banks.
International Money Transfer Laws
People working overseas need to be able to send their earnings back home to their loved ones. Banks and money transfer companies allow citizens to transfer money between states and countries. Strict regulations are required especially for international money transfers as sensitive information and huge amounts of cash are involved. Transfers need to be monitored to prevent illegal transfer of funds and money laundering. To prevent transfer of laundered money to offshore untraceable accounts, countries have placed stringent transfer rules.
Money transfer companies and banks also have strict laws to protect all parties involved in transferring money internationally. Recent terrorist attacks and scandals that saw famous banks transferring funds to terrorist organizations have led to the laws becoming more stringent. America passed the Patriot Act that allows the government to track money more carefully in response to the 9/11 terrorist attack. People wanting to transfer money need to keep in mind the following requirements and international transfer laws to prevent delays and cancellations.
The law requires people to show proof of identification while transferring money through banks or money transfer services. Unlike domestic money transfer, photo identification is needed for international money transfers. The documents usually required to establish identity are valid driver’s license, passport, etc. along with proof of address. Sometimes banks and money transfer services will forego this procedure if the person already has an account with the institution as proof of identification was given when the account was opened. Online money transfer rules are stricter. Money transferring organizations will require additional documents and will also conduct a phone verification if money is transferred over the internet.
Rules for Online Transfer
Although online money transfer is convenient and quick, it is also vulnerable to security lapses. Most money laundering scams are accomplished online and hence money transfer services and banks have become stricter when it comes to online transfers. Firstly, one has to set up an account and only after that account has been verified can he/she transfer money online. Most importantly, the recipient must collect the money in person. Money transfer services and banks will not transfer it to the recipient’s account. Recipients are required to collect money in person for legal and verification purposes. Individuals sending and receiving money are recorder and tracked by their transfer control numbers.
Storing User Data
By law, banking institutions and other money transfer services must record all relevant information about each wire transfer. Information such as the sender’s name and address, transaction amount, receiver’s name and address,bank details, transfer number and transaction instructions. This allows money transferring organizations to keep a track of all the transfers.
Transfer Amount Limit
Financial institutions, which allow people to transfer money internationally, have set maximum limits to the amount of money that can be transferred. This is done to prevent money laundering. Online transfer limits are much lower as it is more unsafe and harder to regulate. The amount that can be transferred through actual locations is much higher. People can make multiple transfers if needed. Most institutions questions transfers of more than $1000. Such transfers are allowed only after the reason for the transaction has been verified. Few institutions allow money transfers up to $3000. As an additional safety measure, most banks do not accept cash as a method of payment for money transfers. Also, money transfer agencies and banks are required by law to charge a fee for transferring the money. People can transfer money only if they have paid this fee.
Kuyucu Hukuk Burosu is an expert associated with Money Transfer, a leading company offering reliable solutions to individuals seeking to transfer money to cross-border cuntries.
A Tradition of Straight Talk to Financial Institutions and Borrowers
Technology and competition are the drivers of lending and investing innovation at the most successful financial institutions. In the reality of increased regulation, financial service institutions and banks are economic gatekeepers that must translate regulatory and economic policies into everyday business transactions.
Hukuk Danismanligi ve Temsil Faaliyetleri Works on :
Commercial Lending and Syndicated Finance
Mortgage Banking and Securitization
Real Estate Finance
Workouts and Restructuring
Banking and Finance Clients.
We are skilled legal advisors to banks, thrifts, diversified financial service companies, pension funds and insurance firms.
Recognized for our work in complex financing transactions of almost every type, Hukuk Danismanligi ve Temsil Faaliyetleri’s lawyers work to get deals get done, protect the lender’s collateral, and satisfy regulatory requirements. Client issues we address include:
Bank regulatory matters
Commercial and energy loans
Disposition of troubled properties
Financing of leveraged acquisitions
Foreclosures and loan workouts
Institutional placements of debt securities
Project and structured financing
Real estate financing and syndications
Swaps and other derivative transactions
Syndicated financing transactions
Commercial Lending and Syndicated Finance
Hukuk Danismanligi ve Temsil Faaliyetleri represents lenders and borrowers in virtually every type of commercial lending transaction. We work to finalize a loan transaction in the simplest of structures consistent with our clients’ needs, as expeditiously and cost-effectively as possible.
We have vast experience in large and small, secured and unsecured commercial credit facilities ranging from small loans and single borrowers to billion-dollar syndicated credit facilities and other forms of structured finance. These include:
Traditional commercial loans
Asset-based lending agreements
Construction and development loans
Leveraged and synthetic leases
Syndicated Finance. Highly experienced in the syndicated loan market, our lawyers have gained considerable insight from serving as counsel to both lenders and borrowers. We advise clients on the type of structure and documentation expected in that market. We lend assistance in all phases of a syndicated transaction. This includes establishing a structure, assisting in the preparation of an information memorandum and term sheet, performing due diligence, and negotiating, documenting and closing the transaction.
Commercial Lending. We have assisted lenders of all sizes in taking virtually every kind of personal and real property as collateral. This includes accounts, inventory and equipment, intellectual property, real estate, producing and non-producing oil and gas properties, and credit enhancement vehicles.
Loan Documentation. As part of our practice background, we have extensive experience in all types of loan-related documentation including not only credit agreements and collateral documents, but also intercreditor agreements, interest rate option and swap agreements, collateral agency agreements, subordination agreements, collateral custodian agreements, purchase and sale agreements, letters of credit and many others.
We represent domestic and international energy clients, from small independents to integrated majors and pipeline companies and utilities. We strive to negotiate the most effective capital structures and counsel on every aspect of those structures, including, exploration, production, processing, refining, infrastructure, transportation, trading and marketing. Our work with lenders on energy deals includes:
Secured and unsecured debt financing and mixed debt/equity financing vehicles
Leveraged leasing and sale/leaseback transactions
Production payment financings and power purchase agreements
Mortgage Banking and Securitization
We represent mortgage banking and financial institutions and their customers in all aspects of the mortgage banking and loan securitization.
Experienced in the business from the ground up, our lawyers provide legal counsel to loan originators and their customers for their creating, buying and selling loan servicing rights, and loan origination businesses. We provide legal counsel to them for their originating a wide variety of first lien/single family and commercial/multifamily mortgage loan products.
Our transactional advice on individual mortgage loans includes whole loan sale, participation and pass-through transactions, as well as a wide range of mortgage loan securitization and conduit programs. We provide counsel to those securitizing residential and commercial loan pools that reflect the latest rating agency criteria, servicing developments and investor demands, and meet all rules and standards of the Loan & Mortgage Companies.
Real Estate Finance
Hukuk Danismanligi ve Temsil Faaliyetleri’s banking, corporate, real estate and tax professionals work together on complex real estate transactions. We provide legal counsel to lenders and borrowers who wish to enter a synthetic lease or other real estate loan with accounting and tax advantages in mind.
Working with clients with real property matters based regionally and nationally, we have counseled parties on all sides and aspects of transactions, including:
Commercial mortgage brokers
Construction and development lenders
Mortgage loan servicers
Publicly traded limited partnerships
Real estate developers
Real estate investment trusts (REITs)
Securitized mortgage originators
Typical real estate projects have included leased retail and office space, particularly in complexes of over one million square feet. Other project experience includes hotels and gaming properties, arena/civic center projects and industrial facilities.
Hukuk Danismanligi ve Temsil Faaliyetleri’s regulatory counsel includes advising clients on the requirements for the acquisition, brokering, origination and/or servicing of commercial and mortgage loans worldwide.
Our counsel includes securing approval for mergers, acquisitions and hostile takeovers. We also help new financial institutions obtain charters and deposit insurance and form bank holding companies.
Whether addressing bank examiner concerns about lending programs, or asset quality, or communicating on restructuring, bank purchases and sales, and similar changes, our lawyers are strategic advisors and navigators through the regulatory system.
Workouts and Restructuring
We often represent lenders and borrowers in loan workouts and restructurings, bankruptcies, liquidations and foreclosures. When our lawyers are involved in transactions from the start, we can build maximum protection into the loan documentation.
When representing a lender, if reorganization or liquidation of a debtor becomes necessary, we strive to pursue the action best suited to recover our client’s investment. Our approach is flexible and practical in the areas of collateral recovery, distressed asset sales and lending and securing assets from debtors-in-possession. Should foreclosure or bankruptcy litigation become necessary, we strive to obtain maximum collateral recovery.
Atty. Mr. Gurbuz Kuyucu
CONTACT: HUKUK DANISMANLIGI ve TEMSIL FAALIYETLERI AV. GURBUZ KUYUCU CUKUR MAH. (MERKEZ) 26002 NOLU SOKAK ADALET IS MERKEZI NO : 2 D 2/5 27010 SHAINBEY, GAZIANTEP, TURKEY Tel : +.90.342.220 5888 Fax : +.90.342.220 5888 Whatsapp : +.90.507.292 2150 e-mail : email@example.com