Buying shares in a Turkish power plant company? Learn the key SPA clauses foreign investors should negotiate, including EMRA licensing, regulatory approvals, purchase price, YEKDEM, land rights, grid connection, warranties, indemnities, escrow, project finance and hidden liabilities.

Buying shares in a Turkish power plant company is fundamentally different from acquiring an ordinary commercial business. The investor is purchasing a company whose value depends on its continuing ability to generate and sell electricity under a highly regulated framework. The generation license, grid connection, land rights, environmental permissions, project financing, EPC and O&M contracts, electricity sale arrangements and renewable energy support mechanisms can all directly affect the purchase price.

For this reason, a standard corporate Share Purchase Agreement (“SPA”) is rarely sufficient for the acquisition of a significant Turkish power plant.

The SPA should reflect the findings of legal, regulatory, technical, tax and financial due diligence and allocate the risks discovered during those investigations between buyer and seller. If due diligence identifies an unresolved land dispute, the SPA should address it. If lender consent is required, closing should be conditional upon obtaining it. If YEKDEM revenues underpin valuation, the seller’s representations concerning eligibility should be contractually enforceable. If an environmental proceeding predates closing, the buyer should consider a specific indemnity rather than relying exclusively on a general warranty.

Turkey’s electricity-generation market is regulated principally under Electricity Market Law No. 6446 and secondary legislation administered by the Energy Market Regulatory Authority (“EMRA”). EMRA confirms that private-law entities applying for electricity-market licenses must meet specified corporate requirements and that licensed generators remain subject to continuing regulatory obligations. (EPDK)

The SPA should therefore answer a fundamental question: Who bears the financial consequences if the power plant cannot operate after closing on the legal and commercial assumptions on which the buyer calculated its purchase price?

1. Precisely Define What Shares Are Being Purchased

The agreement should identify the target company, seller, buyer, number and class of shares, percentage ownership being transferred and rights attached to those shares. If the buyer acquires less than 100%, the SPA must be coordinated with the shareholders’ agreement governing the post-closing relationship.

The seller should warrant that it owns the shares legally and beneficially, possesses authority to transfer them and that the shares are free from undisclosed pledges, options, attachments or third-party rights.

2. Define the Transaction Perimeter

Energy groups frequently operate through several related companies. One entity may hold the generation license, another may own land, another may provide O&M services and another may conduct electricity trading. The buyer must establish precisely which assets and contractual rights sit inside the target company.

The SPA should not leave uncertainty about what the purchase price actually buys.

3. Purchase Price Mechanism

The parties should determine whether the price is fixed through a locked-box structure or adjusted according to completion accounts. Power plant transactions can involve substantial debt, cash, working capital and intra-group balances, making the price mechanism commercially significant.

The SPA should define the calculation methodology precisely enough to prevent a post-closing accounting dispute.

4. Enterprise Value and Equity Value

A headline transaction value can be misleading unless the parties distinguish enterprise value from the amount actually payable for shares. Outstanding project debt, shareholder loans, cash and agreed debt-like items may affect equity value.

The agreement should define each component rather than relying on general accounting terminology.

5. Define Debt Carefully

The buyer should negotiate a detailed definition of indebtedness. It may need to capture bank loans, accrued interest, shareholder loans, finance leases, unpaid taxes, guarantees, overdue contractor amounts and other debt-like obligations.

An overly narrow definition can leave the buyer paying enterprise value while effectively assuming additional undisclosed debt.

6. Locked-Box Protection

Where a locked-box mechanism is used, the buyer typically prices the company by reference to historical accounts and requires protection against value leaving the target before closing.

The definition of “Leakage” should address dividends, shareholder payments, related-party transfers, transaction bonuses, debt forgiveness and other transfers of value to the seller or connected persons.

Permitted leakage should be specifically identified.

7. Completion Accounts

Where completion accounts are used, the SPA should establish the accounting principles, hierarchy of accounting standards, preparation timetable, dispute procedure and appointment of an independent expert where necessary.

Ambiguous completion-account clauses frequently create avoidable post-closing disputes.

8. Conditions Precedent

A foreign buyer should identify everything that must happen before it becomes legally or commercially safe to close.

Conditions precedent may include regulatory approvals, competition clearance, lender consent, release of share pledges, third-party consents, corporate approvals and resolution of specific due diligence findings.

The buyer should distinguish between matters that can safely be resolved after closing and matters that fundamentally affect the investment.

9. EMRA Regulatory Condition

The transaction should be reviewed carefully for regulatory requirements resulting from changes in ownership or control of the licensed company.

Where a required regulatory step must occur before closing, the SPA should identify responsibility for preparing applications, providing information and obtaining the necessary outcome.

The agreement should also determine what happens if approval is refused or materially conditioned.

10. Competition Authority Clearance

A power plant share acquisition can constitute a change of control requiring Turkish merger-control analysis. This is a live transaction issue rather than theoretical boilerplate: the Competition Board approved several energy-sector control transactions in 2026, including the acquisition of Greeneco Enerji Elektrik Üretim AŞ into joint control. (Rekabet Kurumu)

Turkey also updated its merger-control framework in 2026, including significant changes to turnover thresholds and related guidance. (Rekabet Kurumu)

If notification is required, clearance should normally be appropriately addressed in the SPA’s conditions precedent.

11. Long-Stop Date

Regulatory approvals can take time. The SPA should establish a long-stop date after which either or specified parties may terminate if conditions remain unsatisfied.

The clause should also address extensions where approval is progressing but has not yet been obtained.

12. Cooperation With Regulatory Filings

The SPA should determine who controls regulatory filings and how the parties cooperate. The buyer should have appropriate visibility over submissions that could affect the post-closing business.

Confidentiality issues concerning the buyer’s wider corporate group should also be addressed.

13. Generation License Warranty

The seller should provide specific representations concerning the generation license. Depending on the transaction, these may cover validity, current effectiveness, licensed capacity, compliance and absence of undisclosed proceedings threatening the license.

EMRA’s current framework confirms that the license holder remains subject to facility and regulatory obligations throughout the licensing process and operation. (EPDK)

For a power plant acquisition, license warranties are core business warranties rather than generic regulatory boilerplate.

14. No Pending License Cancellation or Sanction Proceedings

A currently valid license can still be exposed to an ongoing regulatory investigation. The seller should therefore disclose pending notices, investigations, information requests and sanction proceedings.

The warranty should not be limited to final penalties already imposed.

15. Regulatory Compliance Warranty

The seller should warrant compliance with material electricity-market obligations during an agreed historical period.

This is particularly important because EMRA continues to enforce ongoing reporting requirements. In June 2026, EMRA expressly warned that failure by relevant licensed generators to comply with progress-report obligations can result in sanctions under Article 16 of Electricity Market Law No. 6446. (EPDK)

16. Installed Capacity Warranty

The SPA should address whether the facility’s installed capacity and operating configuration correspond with regulatory approvals.

If due diligence identifies discrepancies, they should be resolved specifically rather than hidden behind a broad compliance warranty.

17. Grid Connection Warranty

The seller should provide appropriate representations concerning the validity of connection arrangements and the project’s right to use its relevant connection capacity.

Grid rights are often among the most commercially valuable rights supporting an operating generation facility.

18. System-Use Agreements

The SPA should address the existence and status of relevant system-use arrangements and disclose material defaults, unpaid amounts and disputes.

A plant cannot be valued solely according to physical generation capability if its network rights are impaired.

19. Grid Curtailment Disclosure

Where historical curtailment materially affects generation, the buyer should require accurate disclosure.

If the seller’s financial model assumes generation materially above historical deliverable output, the discrepancy should be resolved before price is finalized.

20. YEKDEM Warranty

For renewable projects, the SPA should contain project-specific provisions where YEKDEM revenue contributes materially to valuation.

EMRA’s 2026 framework required eligible licensed generators seeking YEKDEM participation to submit applications within the prescribed period, and the final 2026 YEK list was subsequently determined by EMRA. (EPDK)

The seller should not merely warrant historical participation. The agreement should accurately address the project’s current position and any representations concerning remaining eligibility.

21. No Misrepresentation of Renewable Support

If the financial model assumes renewable support for a particular period, the buyer should consider requiring an express warranty concerning the factual and regulatory assumptions supporting that revenue.

A spreadsheet should not be the buyer’s only protection.

22. Land Ownership Warranty

The seller should warrant the target’s ownership of material project land identified in an agreed schedule and disclose mortgages, attachments, easements and third-party rights.

For multi-parcel solar or wind projects, the schedule should be sufficiently detailed to identify every material parcel.

23. Lease Warranty

Where project land is leased, the SPA should address validity, remaining duration, payment status, material defaults and termination notices.

The seller should disclose whether change of control requires landlord consent.

24. Access and Easement Rights

The buyer should seek protection concerning legal access to the plant, transmission infrastructure, cables, roads, substations and other essential facilities.

A generation facility can lose significant value if it has physical infrastructure but no enforceable right to access or maintain it.

25. Expropriation Proceedings

Pending expropriation or compensation proceedings should be specifically disclosed.

Where a known historical proceeding could produce a significant post-closing liability, a specific indemnity may be more appropriate than a general warranty.

26. Environmental Warranty

The seller should provide appropriate warranties concerning environmental approvals, compliance, investigations and administrative sanctions.

The warranty package should be adapted to the generation technology. Environmental risk at a thermal facility can be fundamentally different from risk at a wind or solar project.

27. Environmental Indemnity

Known contamination, environmental litigation or historical non-compliance may justify a specific indemnity.

A buyer should be cautious about accepting a generic environmental warranty for an already identified problem.

Known risks and unknown risks should be allocated differently.

28. Permits Warranty

The seller should identify material permits necessary to operate the facility and warrant their status.

The buyer should consider whether any important permit can be revoked, expire shortly or require action following the ownership change.

29. EPC Contract Warranty

The SPA should address material rights and liabilities under the EPC agreement, including unresolved claims, warranties, liquidated damages and disputes.

The seller should disclose whether it has waived important claims against the contractor.

30. Equipment Warranty Rights

Manufacturer warranties covering turbines, panels, inverters, transformers, batteries or other material equipment can represent substantial economic value.

The buyer should confirm that these rights remain enforceable by the target after closing.

31. O&M Contract

The seller should disclose all material defaults, disputes and notices under the Operation and Maintenance agreement.

The buyer should also determine whether the transaction itself triggers a change-of-control right.

A plant subject to a long-term O&M contract cannot be valued correctly without understanding that agreement.

32. Performance Guarantees

Where EPC or O&M contractors guarantee capacity, efficiency or availability, the SPA should ensure that existing claims remain with the target and are not waived before closing.

The seller should disclose historical failures against guaranteed performance.

33. Project Finance Warranty

The seller should provide complete disclosure concerning outstanding financing.

The SPA should address principal, accrued interest, fees, hedging arrangements, events of default and security.

The buyer should not discover after closing that an undisclosed financing default allows lenders to accelerate project debt.

34. Lender Consent

Where financing agreements contain change-of-control restrictions, required lender consent should normally be obtained before closing.

The SPA should identify the consent as a condition precedent where appropriate.

35. Release of Share Pledges

If the seller’s shares are pledged, closing mechanics should ensure simultaneous release.

The buyer should not pay the purchase price first and hope that the lender releases the pledge afterward.

36. Release or Continuation of Project Security

Not all security must necessarily disappear. Existing project financing may remain in place after closing.

The SPA should distinguish between security to be released and security continuing as part of the agreed financing structure.

37. Shareholder Loans

The agreement should address shareholder loans separately.

Are they repaid at closing, assigned to the buyer, capitalized or left outstanding?

Failing to address them can create substantial post-closing disputes.

38. Related-Party Agreements

The target may rely on seller affiliates for management, electricity trading, maintenance, financing or other services.

The SPA should identify which related-party agreements terminate at closing and which continue.

The buyer should ensure that the plant can operate independently after separation from the seller’s group.

39. Tax Warranty

The seller should provide a negotiated tax warranty covering relevant historical periods.

The scope should reflect corporate tax, VAT, withholding, payroll, stamp tax and other project-specific exposures.

40. Tax Indemnity

Foreign buyers frequently negotiate separate protection for pre-closing tax liabilities.

The tax covenant or indemnity should address responsibility for historical assessments, audits and proceedings and coordinate carefully with the general warranty regime.

41. Litigation Warranty

The seller should disclose pending, threatened and material historical litigation, arbitration, enforcement proceedings and administrative disputes.

The warranty should cover disputes involving regulators, landowners, contractors, employees, lenders and other material counterparties.

42. No Undisclosed Investigations

The absence of litigation does not mean the absence of risk.

The SPA should appropriately address administrative, regulatory or tax investigations that have begun but have not yet produced formal proceedings.

43. Insurance Warranty

The seller should disclose insurance policies and material claims history and warrant that premiums are paid and policies remain effective as agreed.

Any serious uninsured historical event should be investigated separately.

44. Material Contracts Warranty

The SPA should contain an agreed definition of material contracts and require accurate disclosure of them.

For a power plant, this can include EPC, O&M, financing, grid, electricity sale, land, equipment, insurance and major supply arrangements.

45. No Material Contract Defaults

The seller should warrant that neither the target nor, to its knowledge where appropriately negotiated, relevant counterparties are in undisclosed material default.

Existing termination notices should always be disclosed.

46. Employees and Management

The seller should disclose employees, accrued liabilities, disputes and key-person arrangements.

Where essential technical personnel work for another seller group company, transitional arrangements may be necessary.

47. Accounts Warranty

The buyer will generally require warranties concerning historical financial statements.

For an energy project, these should be considered alongside regulatory and operational data because accounting statements alone may not reveal declining production, curtailment or expiring support.

48. No Undisclosed Liabilities

The SPA should address liabilities not reflected or adequately reserved in the agreed accounts.

The exact formulation will be heavily negotiated because an unlimited “no liabilities” warranty can be extremely broad.

49. Accuracy of Operational Data

Where the buyer relies materially on generation, availability, curtailment or downtime information supplied by the seller, consider whether important operational data should be covered expressly.

A foreign investor should avoid paying a valuation multiple based on information for which the seller assumes no contractual responsibility.

50. Ordinary Course Covenant Between Signing and Closing

If signing and closing are separated, the seller should normally be required to operate the target in the ordinary course.

The seller should not materially alter the project before ownership transfers.

51. Restricted Actions Before Closing

The SPA may prohibit actions without buyer consent, such as incurring major debt, disposing of project assets, terminating key contracts, making unusual payments, settling material litigation or entering significant new commitments.

These restrictions protect the business the buyer has agreed to acquire.

52. Regulatory Compliance Before Closing

The target should continue meeting material EMRA and other regulatory obligations between signing and closing.

The buyer should not inherit a new violation created during the interim period.

53. Material Adverse Change Clause

Foreign buyers may seek a Material Adverse Change or Material Adverse Effect mechanism allowing them to respond to exceptional deterioration before closing.

The definition is heavily negotiated.

The parties should decide whether matters such as license cancellation, catastrophic plant damage, loss of grid rights or invalidation of a fundamental permit qualify.

54. Bring-Down of Warranties

The buyer may require warranties to be true both at signing and closing, subject to agreed qualifications.

This is particularly important where several months separate signing from completion.

55. Disclosure Letter

The disclosure letter determines the practical strength of the warranty package.

The seller may seek to disclose exceptions against warranties through specific disclosures or general data-room disclosure.

Foreign buyers should be cautious about language providing that thousands of uploaded documents automatically qualify every warranty.

Disclosure should be fair and sufficiently specific to allow the buyer to understand the nature and scope of the disclosed matter.

56. General vs Specific Disclosure

A buyer may accept general disclosure of public registry information but require specific disclosure for important liabilities.

The negotiated standard can materially affect whether a later warranty claim succeeds.

57. Specific Indemnities

Known risks should frequently be separated from general warranties.

Examples may include a pending tax audit, landowner lawsuit, environmental proceeding, regulatory investigation or identified contractor claim.

A specific indemnity allows the parties to negotiate the financial consequences of a known risk directly.

58. Escrow

A portion of the purchase price may be placed in escrow to secure seller obligations.

The SPA should define amount, duration, permitted claims, release procedure and dispute mechanism.

Escrow can be particularly useful where the seller will have limited assets remaining after completion.

59. Holdback

Instead of third-party escrow, the buyer may retain part of the purchase price for an agreed period.

The commercial objective is similar: preserving a practical source of recovery if identified post-closing liabilities arise.

60. Warranty Claim Limitations

Sellers typically negotiate financial and procedural limitations including de minimis amounts, baskets, caps and time limits.

The buyer should analyze these collectively rather than separately.

A strong warranty becomes economically meaningless if the cap is extremely low or the claim period expires before the relevant liability could reasonably emerge.

Fundamental Warranties

Title to shares, capacity and authority are frequently treated differently from ordinary business warranties.

The buyer may negotiate higher liability caps and longer limitation periods for these fundamental matters.

This distinction should be explicit.

Regulatory Warranty Survival

Certain regulatory risks may emerge only after an authority completes an investigation.

The warranty survival period should therefore reflect the realistic period during which historical violations could become visible.

The same reasoning applies to tax and environmental liabilities.

Fraud and Deliberate Concealment

The SPA should address the consequences of fraud or deliberate concealment and the extent to which contractual limitations remain available in such circumstances under applicable law.

A seller should not be permitted to deliberately hide a material regulatory problem and then rely automatically on ordinary warranty limitations.

Purchase Price Set-Off

The buyer may seek rights to set valid claims against deferred purchase-price amounts.

The seller may resist.

If deferred consideration exists, this issue should be negotiated expressly rather than left to general law.

Earn-Out

Some energy acquisitions use contingent consideration tied to future performance or regulatory milestones.

The SPA must define the metric carefully.

An earn-out based on EBITDA, generation output, regulatory approval or successful capacity increase can create disputes unless accounting and operational assumptions are precise.

Renewable Energy Support and Earn-Outs

Where part of the purchase price depends on YEKDEM or another renewable support outcome, the agreement should determine who controls applications and bears regulatory risk.

For 2026 YEKDEM participation, EMRA required qualifying license holders to apply within the applicable deadline and subsequently approved the final YEK list. (EPDK)

This demonstrates why support-related transaction clauses should use objective regulatory milestones rather than vague concepts such as “expected eligibility.”

Seller Non-Compete

Depending on the transaction, the buyer may seek restrictions preventing the seller from establishing a directly competing project or soliciting key employees.

Such clauses should be carefully drafted for enforceability and competition-law compliance.

Transitional Services

The target may depend on the seller’s group for IT, accounting, electricity trading, procurement or technical management.

A Transitional Services Agreement may therefore be necessary.

The buyer should identify these dependencies during due diligence rather than after closing.

Closing Deliverables

The SPA should contain a detailed closing checklist identifying documents to be exchanged.

Depending on the transaction, deliverables may include share-transfer documentation, corporate resolutions, updated share ledger records, lender consents, pledge releases, regulatory approvals, director resignations, powers of attorney and other transaction documents.

Closing should operate as a coordinated legal process rather than a simple payment.

Simultaneous Closing Mechanics

The agreement should establish the sequence of payment, share transfer and security release.

This is particularly important where project lenders are being repaid from acquisition proceeds.

The parties may need coordinated funds-flow arrangements involving buyer, seller and financing banks.

Post-Closing Regulatory Filings

The SPA should identify regulatory and corporate notifications required after completion and allocate responsibility.

The transaction is not finished merely because the purchase price has been transferred.

Post-Closing Cooperation

Historical regulatory, tax or litigation matters may require seller assistance after closing.

The SPA should therefore require reasonable access to former directors, records and information where necessary.

Governing Law

A transaction involving a Turkish project company can contain international elements, but governing-law selection should be made carefully.

The law governing the SPA does not necessarily displace mandatory Turkish corporate, regulatory, property, competition or public-law rules affecting the target and power plant.

Foreign investors should therefore distinguish between the contractual law governing the acquisition agreement and mandatory Turkish law governing the underlying regulated business.

Arbitration or Turkish Courts?

International investors frequently consider arbitration for significant M&A disputes.

The SPA should define seat, institution, language, number of arbitrators and scope of arbitration clearly where arbitration is selected.

Emergency relief and interim measures should also be considered.

Foreign Currency Purchase Price

Power plant transactions may be negotiated economically in a foreign currency. The parties should analyze applicable Turkish rules and transaction circumstances carefully when drafting payment obligations, especially where Turkish entities are parties.

Currency clauses should never be copied mechanically from an overseas SPA.

Representations Concerning Sanctions and Compliance

International investors may require anti-bribery, sanctions, anti-money laundering and compliance warranties.

The scope should reflect the ownership structure, financing arrangements and international activities of the target.

Any historical investigation should be specifically disclosed.

Buyer Due Diligence Does Not Replace Seller Warranties

Sellers sometimes argue that because the buyer conducted extensive due diligence, warranties should be minimal.

Foreign buyers should resist treating due diligence and warranties as substitutes.

Due diligence identifies visible risks. Warranties allocate risks concerning the accuracy of seller statements and matters that may not have been discoverable.

Both mechanisms serve different purposes.

The Data Room Should Not Become a Liability Shield

A seller may upload thousands of documents and argue that everything contained anywhere in the data room is deemed disclosed.

Foreign buyers should negotiate this carefully.

The appropriate question is whether the disclosed information was sufficiently clear for the buyer to understand the relevant risk.

An obscure document buried among thousands of files should not automatically eliminate meaningful warranty protection unless the SPA expressly adopts that standard.

The Most Important Energy-Specific SPA Warranties

For a power plant acquisition, the strongest warranty package usually focuses on the matters creating the project’s economic value: generation license, regulatory compliance, installed capacity, grid connection, land rights, permits, environmental status, renewable support, project contracts, equipment warranties, financing and security, electricity sale arrangements and litigation.

These warranties should correspond directly with the investment model.

If a particular assumption materially affects valuation, the SPA should address who bears the risk if that assumption proves false.

When Should a Buyer Refuse to Close?

Some problems should not be solved with warranties.

If the project lacks a secure generation right, essential grid access is threatened, the seller cannot deliver title to the shares, required regulatory approval is refused or essential land rights cannot be secured, monetary compensation after closing may not adequately protect the investor.

The buyer should therefore classify due diligence findings into three groups: risks that can be accepted, risks that can be contractually allocated and risks that must be resolved before closing.

SPA Negotiation Should Follow Due Diligence

The buyer should avoid finalizing the SPA before material due diligence findings are understood.

The strongest process is sequential: due diligence identifies risk, valuation measures its economic effect and the SPA allocates responsibility.

For example, if technical due diligence identifies EUR 4 million of turbine repairs, the legal team should investigate warranty and insurance recovery. If no recovery is available, the issue may justify a price adjustment. If an environmental proceeding could create EUR 10 million of liability, a specific indemnity and escrow may be appropriate. If a generation-license problem threatens the entire project, closing may need to be conditional upon its resolution.

The SPA should therefore be the contractual expression of the entire acquisition analysis.

Frequently Asked Questions

What is a Power Plant Share Purchase Agreement in Turkey?

It is an agreement governing the acquisition of shares in the company owning or operating the power plant. It normally regulates purchase price, closing conditions, warranties, indemnities and post-closing obligations.

Is a standard Turkish company SPA sufficient for a power plant acquisition?

Usually not for a material transaction. Energy projects require additional provisions concerning generation licensing, grid rights, land, permits, environmental compliance, YEKDEM, financing and project contracts.

Should EMRA matters be included in the SPA?

Yes. The SPA should appropriately address the status of the generation license, regulatory compliance and any approvals or notifications associated with the transaction.

Can Competition Authority clearance be required?

Yes, depending on the transaction and applicable thresholds. Turkey updated its merger-control framework in 2026, and energy-sector acquisitions continue to be reviewed by the Competition Board. (Rekabet Kurumu)

Should YEKDEM status be warranted?

If YEKDEM materially affects valuation, the SPA should clearly allocate the risk associated with the factual and regulatory assumptions underlying that revenue. EMRA publishes the applicable annual YEK lists. (EPDK)

What is a specific indemnity?

A specific indemnity allocates responsibility for an identified liability, such as a known tax assessment, environmental proceeding or land dispute, rather than relying only on general warranties.

Should lender consent be obtained before closing?

Where project finance documentation requires consent to a change of control, the consent should generally be appropriately addressed as a condition to completion.

What is escrow used for?

Escrow preserves part of the transaction consideration as a practical source of recovery for agreed seller liabilities or identified risks.

What is the biggest SPA mistake foreign buyers make?

Using a generic corporate acquisition agreement that does not reflect the regulatory and operational rights on which the power plant’s value depends.

Which SPA clauses deserve the greatest attention?

Purchase price, conditions precedent, generation-license warranties, regulatory compliance, grid and land rights, financing, YEKDEM, environmental warranties, specific indemnities, disclosure, liability limitations and closing mechanics are usually among the most important.

Power Plant M&A and SPA Lawyer in Turkey

A Power Plant Share Purchase Agreement should not merely transfer shares. It should protect the economic assumptions on which the foreign investor decided to acquire the project.

The buyer should therefore negotiate the SPA only after understanding the project’s generation license, EMRA history, grid rights, land structure, renewable support, environmental position, project financing, EPC and O&M arrangements, electricity revenues and historical liabilities.

Regulatory compliance deserves particular attention in 2026. EMRA continues to remind licensed generators of ongoing compliance obligations and the possibility of sanctions under Electricity Market Law No. 6446. (EPDK) Turkey’s merger-control framework was also updated in 2026, making current transaction-specific competition analysis important rather than relying on historical thresholds. (Rekabet Kurumu)

The strongest SPA therefore connects every material due diligence finding to a contractual consequence: resolve it before closing, reduce the purchase price, place money in escrow, obtain a specific indemnity, strengthen the warranty package or refuse to complete the acquisition until the risk disappears.

Fırat Fesih Kaya Law Office assists foreign investors, international energy companies, renewable energy funds and project sponsors with Power Plant Share Purchase Agreements in Turkey, energy M&A, power plant acquisitions, legal due diligence, EMRA regulatory analysis, solar and wind project acquisitions, YEKDEM analysis, project finance, SPA negotiations, warranties and indemnities, regulatory approvals and post-closing energy compliance.

Phone: +90 312 434 22 22 | Mobile: +90 532 769 22 22 | Email: info@firatfesihkaya.av.tr | Address: Mevlana Boulevard No: 221, Yıldırım Tower, Balgat, Çankaya, Ankara, Turkey