Energy Company Acquisition in Turkey: Share Deal vs Asset Deal for Foreign Buyers 2026

Should a foreign investor acquire a Turkish energy business through a share deal or an asset deal? This 2026 guide explains licenses, liabilities, permits, land, grid rights, contracts, taxes, financing, due diligence and closing risks.

Foreign investors planning an energy company acquisition in Turkey must make one fundamental decision before negotiating the purchase price or drafting the acquisition agreement: should the transaction be structured as a share deal or an asset deal? The distinction can determine whether existing licenses remain with the operating company, whether historical liabilities remain inside the acquired business, whether project contracts must be transferred individually and whether regulatory approvals or notifications become necessary. This issue is particularly important for acquisitions involving licensed electricity generation companies, solar and wind power plants, battery storage projects, charging businesses and other regulated energy investments. Under the Turkish electricity market framework, generation activity is conducted by the legal entity holding the relevant authorization, and the licensing structure distinguishes between pre-license and generation-license stages. (EPDK) Therefore, an investor cannot approach an energy acquisition as though it were simply purchasing ordinary machinery, real estate and customer contracts. A transaction structure that works for a manufacturing company may create serious difficulties when applied to a regulated energy project. The correct structure depends on the project’s regulatory status, existing liabilities, financing arrangements, land rights, contractual relationships, tax consequences and the buyer’s willingness to inherit historical risks. For foreign investors, the practical objective should be to identify the transaction structure that preserves the valuable project rights while preventing unnecessary liabilities from following the investment after closing.

What Is a Share Deal in a Turkish Energy Acquisition?

In a share deal, the foreign investor acquires some or all of the shares of the Turkish company that owns and operates the energy business. The legal entity itself normally remains unchanged. This distinction is particularly important when the target company holds a generation license, owns project land, has grid connection arrangements, employs personnel, maintains project bank accounts and is party to EPC, O&M, financing, insurance and electricity-sale contracts. Instead of attempting to transfer each project component individually, the buyer acquires ownership or control of the company that already possesses those rights. For example, assume that Turkish Energy Project Company A owns a licensed 100 MW solar power plant. A foreign infrastructure investor acquires 100% of the shares of Company A. After closing, Company A remains the project company and continues to hold its assets and contractual relationships, subject to applicable regulatory and contractual requirements. What changes is the ownership of Company A. This continuity is one of the principal reasons share deals are frequently considered for operating energy projects. However, the same continuity creates the principal disadvantage: the company also retains its historical liabilities. Regulatory breaches, tax exposure, employee claims, contractor disputes, environmental liabilities, financing obligations and litigation do not disappear merely because the shareholders have changed.

What Is an Asset Deal in a Turkish Energy Acquisition?

An asset deal works differently because the investor does not simply acquire the shares of the company that owns the project. Instead, the buyer acquires specifically identified assets, rights or business components. Depending on the transaction, these might include generation equipment, transformers, turbines, solar modules, buildings, land, intellectual property, inventory, receivables, selected contracts or other project assets. This structure can provide the buyer with greater flexibility because it may be possible to identify precisely which assets are being acquired and which liabilities remain with the seller. However, the apparent simplicity of selecting desirable assets can become complicated in the energy sector. A power project is not merely a collection of physical assets. Its commercial value can depend on the combination of regulatory authorization, grid connection, land rights, environmental permissions, zoning status, construction approvals, project contracts and electricity-market arrangements. Certain rights may require consent or a separate regulatory procedure before they can move to another legal entity. An asset purchase agreement between seller and buyer cannot, by itself, override mandatory energy-market requirements. Accordingly, the buyer must determine whether every essential element of the operating project can legally and practically be transferred before choosing an asset-deal structure.

Share Deal vs Asset Deal: The Fundamental Difference

The simplest distinction is that a share deal transfers ownership of the project company, whereas an asset deal transfers identified components of the business. In a share transaction, the target company generally continues to own the same assets and remain party to the same contracts after closing, although change-of-control clauses, financing arrangements and regulatory requirements must still be examined. In an asset transaction, ownership of individual assets or rights must generally move from the seller to the buyer, which can create separate transfer formalities for land, equipment, contracts, permits and other project components. The difference has major consequences for liability allocation. In a share acquisition, historical liabilities normally remain inside the company being purchased. The buyer therefore indirectly assumes the economic consequences of those liabilities. In an asset acquisition, the buyer may have greater ability to isolate selected liabilities, although mandatory legal rules, employee matters, public liabilities, transaction structure and other circumstances can still create successor or transfer-related exposure. Foreign investors should therefore avoid treating the choice as simply “share deal equals risky” and “asset deal equals safe.” The correct analysis requires examining the particular energy asset and determining which structure preserves the project’s essential rights at an acceptable liability level.

Why Licensed Energy Companies Require Special Treatment

A licensed energy company cannot be treated like an ordinary commercial business because the authorization to conduct the regulated activity belongs to a particular legal entity under the applicable licensing framework. Electricity generation generally requires a pre-license followed by a generation license after completion of the applicable pre-license obligations. (EPDK) This means that a buyer considering an asset transaction cannot simply assume that purchasing the turbines, solar modules, land and substation automatically gives the buyer the right to continue electricity generation. The regulatory position of the license and the legal procedure applicable to the proposed transaction must be investigated independently. Current regulatory procedures contemplate license amendments and various transactions involving project or facility structures, while the applicable requirements can depend on the exact transaction. Foreign ownership also needs to be properly reflected in the relevant documentation; regulatory procedures expressly contemplate documentation where shareholders are foreign companies or foreign nationals. (EPDK) For this reason, transaction structuring should begin only after counsel has mapped the regulatory status of the project. A structure that appears commercially convenient can become impossible or unnecessarily expensive if it requires transferring rights that cannot move automatically with the physical assets.

Why Foreign Buyers Often Consider a Share Deal

The principal commercial advantage of a share acquisition is continuity. The target company remains in existence after closing. If properly structured, the project company continues to own the power plant, land and equipment and remains the contracting party under existing project arrangements. This can significantly reduce the number of individual transfers required. For an operating renewable-energy facility with numerous land agreements, easements, supplier contracts, insurance policies, bank accounts and technical arrangements, preserving the project company can be highly valuable. Consider a wind farm consisting of 30 turbines situated across dozens of parcels, with access roads, cable easements, transmission infrastructure, a long-term turbine service agreement, financing security and electricity-market arrangements. Attempting to transfer each element individually could create a complicated closing process. Purchasing the shares of the project company may preserve much of this legal infrastructure. However, the buyer must investigate change-of-control provisions. Banks, counterparties, landlords, insurers or other parties may have contractual rights triggered by the acquisition. Regulatory requirements must also be checked before closing. Therefore, the continuity benefit of a share deal should never be interpreted as meaning that no consent, notification or regulatory analysis is necessary.

The Main Risk of a Share Deal: Historical Liabilities

The major disadvantage of buying shares is straightforward: the buyer purchases the company’s history together with its future potential. Suppose the target company has an undisclosed tax assessment relating to previous years, an environmental investigation, unpaid contractor invoices, defective construction claims, employee disputes or regulatory reporting failures. Those matters remain within the same legal entity after closing. The new shareholder may not have caused the problem, but the economic consequences can reduce the value of its investment. This is why legal due diligence is particularly important in energy-company share acquisitions. The buyer should investigate corporate records, licenses, regulatory compliance, land rights, environmental approvals, grid arrangements, construction history, EPC agreements, equipment warranties, O&M arrangements, financing, taxes, employment, insurance, litigation and administrative proceedings. Regulatory compliance deserves particular attention because licensed generation companies continue to have ongoing obligations. For example, in 2026 the regulator reminded relevant generation license holders that progress-reporting obligations continue for projects whose full licensed capacity has not completed acceptance and that non-compliance may result in sanctions under the Electricity Market Law. (EPDK) A valid license displayed in the data room therefore does not prove that the company has a clean regulatory history.

Asset Deals Can Help Ring-Fence Certain Historical Risks

One reason foreign buyers consider asset acquisitions is the possibility of avoiding some historical company-level liabilities by purchasing selected assets rather than acquiring the seller’s legal entity. Assume that a Turkish energy developer owns several projects through one company and has accumulated unrelated commercial disputes, tax exposure and shareholder litigation. A foreign investor interested only in one operating project may be reluctant to acquire the entire company. An asset transaction can potentially allow the investor to identify the particular assets and contractual rights it wants while leaving unrelated corporate history with the seller. Nevertheless, this advantage must be examined carefully. Some liabilities can follow assets because of mandatory law, security interests, property rights or the structure of the business transfer. Employees, taxes, environmental obligations and secured assets require specialist analysis. In addition, separating a functioning energy project from its existing corporate vehicle may create regulatory and contractual complications that outweigh the benefit of avoiding historical liabilities. The buyer should therefore compare the cost of assuming and contractually protecting against historical liabilities in a share deal with the cost and execution risk of reconstructing the project through an asset deal.

Can an Energy License Simply Be Sold to the Buyer?

Foreign investors should be particularly cautious with transaction descriptions such as “purchase of the license.” An energy license should not be treated as though it were an ordinary movable asset that can simply be handed over at closing. The regulatory framework links the authorization to the licensed legal entity and regulates procedures involving licenses, amendments and project-related transactions. The buyer must identify the legally permitted route for the proposed transaction instead of relying on commercial terminology used by brokers or sellers. If the economic objective is to acquire a project held by a licensed company, purchasing the shares of that company may produce a fundamentally different regulatory result from purchasing individual physical assets. If an asset or project transfer is contemplated, the specific regulatory mechanism must be established before the parties commit themselves to closing. This issue becomes particularly important where a seller promises that “all permits and licenses will automatically transfer.” Such language should never substitute for independent regulatory due diligence. The SPA or asset purchase agreement should clearly allocate responsibility for obtaining every required approval, amendment, consent and registration before the buyer becomes obligated to complete the transaction.

Pre-License Projects Create Additional Share Deal Risks

Foreign buyers considering development-stage projects must distinguish between a company holding a pre-license and a company holding a generation license. A pre-license is granted for a limited period to enable the relevant legal entity to obtain the approvals, permits and similar rights required for the generation investment, whereas the generation license authorizes generation activity. (EPDK) This distinction matters because ownership changes during the development stage can be subject to particularly important regulatory restrictions and exceptions. A buyer should therefore never assume that it can simply acquire 100% of a pre-license company using the same structure it would use for an established operating company. The proposed ownership change, indirect shareholding structure, merger or other corporate transaction should be reviewed against the rules applicable at the intended signing and closing dates. Where restrictions prevent the preferred immediate structure, the parties may need to consider alternative sequencing or wait until particular regulatory milestones have been achieved. The acquisition agreement should not require a closing that would itself place the project company in breach of its regulatory obligations.

Land Rights Can Make an Asset Deal Much More Complicated

Energy projects frequently depend on extensive property arrangements. A solar facility may occupy dozens of parcels. A wind project may require turbine sites, crane areas, access roads, underground cable routes and transmission easements across a much larger geographic area. A hydroelectric project may depend on different land-use and water-related rights. In a share deal, the project company generally remains the holder of its existing ownership, lease and easement rights, subject to contractual change-of-control provisions and other applicable requirements. In an asset deal, each relevant property right must be examined to determine whether and how it can be transferred. Landlords may have consent rights. Lease agreements may prohibit assignment. Easements may be structured for a particular beneficiary. Public land rights may be subject to separate rules. Mortgages and attachments may need to be released. A buyer attempting an asset acquisition must therefore create a parcel-by-parcel transfer matrix identifying every land right required for continued project operation. If even one critical transmission corridor or access route cannot be transferred, the buyer may acquire valuable generating equipment without obtaining a fully operable project.

Grid Connection Rights Must Be Protected

Grid connection is another area where transaction structure matters. A power plant’s economic value depends not merely on installed capacity but on its ability to connect to the system and commercially deliver electricity. The buyer should therefore examine the connection agreement, system-use arrangements, connection capacity, connection point, substation infrastructure and any continuing obligations toward the relevant network operator. In a share deal, the project company generally remains the relevant project entity, although the acquisition still needs to be examined for regulatory and contractual consequences. In an asset deal, the buyer must determine whether the existing connection arrangements can continue, require amendment or must be replaced. This question should be answered before valuation is finalized. A foreign investor should never pay for a “100 MW project” merely because 100 MW of equipment exists physically. The investor must establish the legally and technically available connection and export capacity. Where an asset transaction jeopardizes existing grid rights, the apparent liability advantages of the asset deal may be outweighed by a much larger loss in project value.

Project Contracts: Continuity vs Transfer

Energy projects typically contain an extensive network of contracts. These may include EPC agreements, turbine or module supply agreements, O&M contracts, long-term service agreements, electricity-sale contracts, land leases, insurance policies, financing documents, guarantees, warranties and service contracts. In a share acquisition, the contracting entity usually remains unchanged. Nevertheless, each material agreement should be checked for change-of-control provisions. A contract may give the counterparty termination rights or require prior consent if ownership of the project company changes. In an asset transaction, the issue becomes more direct because the buyer may need assignment or novation of individual contracts. Counterparty consent can therefore become central to closing. This is particularly important where the project depends on a valuable long-term PPA, manufacturer warranty or turbine service agreement. If the seller can transfer the equipment but cannot transfer the warranty or O&M arrangement, the buyer may acquire a materially less valuable asset. The transaction agreement should therefore identify essential contracts and make successful transfer or consent a condition precedent where necessary.

EPC and Equipment Warranty Risks

An operating energy project can have significant claims against EPC contractors or equipment manufacturers. A solar plant may have excessive module degradation or recurring inverter failures. A wind project may have blade, gearbox or generator defects. A battery project may experience abnormal degradation or capacity loss. Before choosing the transaction structure, the buyer should determine who owns these claims and whether they remain enforceable after closing. A share acquisition may preserve the project company’s contractual claims because the same entity remains party to the EPC or supply contract. An asset acquisition may require assignment of those rights, and the underlying contract may restrict assignment. This can be particularly important where a defect is already known but has not yet produced its full financial consequences. The buyer should examine warranties, liability caps, claim deadlines, bank guarantees, performance security, settlement agreements and previous waivers. An energy asset should never be valued on the assumption that valuable warranty rights will follow the equipment unless the legal documentation confirms that result.

Project Finance Can Determine the Transaction Structure

Financing frequently becomes one of the decisive factors in choosing between a share and asset deal. Project-financed energy companies may have share pledges, mortgages, account pledges, assignments of receivables, insurance assignments and security over project assets. A share acquisition can trigger change-of-control restrictions in the financing documents. Lender consent may therefore be required before closing. The buyer should determine the outstanding principal, accrued interest, fees, hedging exposure, reserve requirements and any existing defaults. An asset transaction can be even more complicated because individual assets may already be subject to lender security and cannot simply be transferred free of encumbrances. The lender may require repayment, refinancing or replacement security. Closing mechanics should coordinate purchase-price payment with the release of relevant security so that the buyer does not pay for assets that remain pledged to the seller’s lender. The transaction should therefore include a detailed funds flow and clearly specify which security interests are released, which remain in place and which are replaced at closing.

Employees and Operational Continuity

Energy companies may employ engineers, technicians, administrative personnel, security staff and other workers whose services are necessary for continuing operation. In a share deal, the employer generally remains the same legal entity, although acquisition-related employment issues should still be reviewed. In an asset or business transfer, employment consequences require separate analysis under mandatory employment rules. The buyer should identify accrued employee rights, pending disputes, occupational health and safety issues, workplace accidents and collective arrangements where applicable. Operational dependence on key personnel should also be investigated. Some projects technically own all required equipment but rely heavily on employees of the seller’s wider corporate group. If those employees do not transfer or remain available after closing, the buyer can experience immediate operational disruption. The transition-services arrangements should therefore be designed before completion. Employment liabilities should not be treated as merely an HR matter; in an energy acquisition, loss of specialized personnel can affect regulatory compliance, technical availability and revenue generation.

Tax Consequences of Share Deals and Asset Deals

Tax treatment can materially affect the economic comparison between the two structures. A share acquisition and an asset acquisition can produce different consequences for both seller and buyer, including matters relating to corporate taxation, VAT, transfer costs, depreciation basis and other transaction-specific taxes. The buyer should therefore conduct legal and tax structuring simultaneously rather than deciding on the transaction structure first and asking tax advisers to address the consequences afterward. Asset acquisitions may create individual transfer costs associated with real estate or other components, while share acquisitions can leave historical tax liabilities within the target company. Tax due diligence is therefore especially important in a share deal. The buyer should investigate tax audits, assessments, VAT positions, withholding obligations, payroll matters, related-party transactions and previous restructurings. Where a material historical tax risk exists, the SPA can address it through specific indemnities, escrow, retention or other protection. The optimal structure should be determined by comparing the total post-tax acquisition cost rather than merely comparing headline purchase prices.

Environmental Liabilities Require Special Attention

Energy projects can carry environmental obligations that survive ownership changes or affect the relevant assets directly. Solar and wind projects may face environmental litigation, land-restoration obligations or permit-related issues. Thermal or industrial energy facilities can present substantially greater contamination risks. An asset acquisition should therefore not be assumed to eliminate environmental exposure automatically. The buyer should investigate environmental permits, historical incidents, administrative fines, remediation obligations, pending litigation and complaints from surrounding landowners or communities. In a share deal, historical environmental liabilities remain within the target company. In an asset deal, the buyer must determine whether obligations attach to the property, facility or operator under applicable law. Environmental due diligence should therefore include both documentary review and, where appropriate, technical environmental assessment. If contamination or another known problem exists, the transaction agreement should expressly allocate responsibility and provide appropriate financial protection rather than relying solely on broad representations.

Regulatory Compliance History Matters More in a Share Deal

Because the target legal entity survives a share acquisition, the buyer should investigate its complete regulatory history. The regulator’s current licensing procedures require significant corporate and ownership information, including information concerning direct and indirect shareholders, and they expressly contemplate equivalent documentation where shareholders are foreign companies or foreign nationals. (EPDK) The buyer should therefore verify whether historical changes in ownership, management, capital and project characteristics were properly reflected where required. It should also examine administrative fines, warnings, reporting failures and unresolved correspondence. For projects that remain under construction, continuing reporting obligations deserve particular attention. The regulator’s 2026 announcement confirms that failure to comply with applicable progress-reporting requirements may result in sanctions. (EPDK) A foreign buyer should therefore not limit due diligence to asking whether the license remains valid. The better question is whether any historical non-compliance could produce a penalty, amendment requirement or other adverse consequence after closing.

Litigation and Disputes

A share deal transfers economic exposure to litigation because the company involved in the dispute remains the same company after acquisition. The buyer should therefore obtain a complete schedule of pending and threatened claims. Relevant disputes may involve EPC contractors, equipment manufacturers, landowners, employees, lenders, electricity purchasers, public authorities, shareholders or insurance companies. The buyer should also investigate potential disputes that have not yet reached court. A contractor may have submitted a multimillion-dollar variation claim without commencing proceedings. A turbine manufacturer may have rejected a warranty claim. A landlord may have issued a termination notice. These matters can be economically significant even if they do not appear in a formal litigation search. In an asset acquisition, the buyer should determine which claims and causes of action transfer together with the assets and which remain with the seller. Valuable claims should not accidentally be left behind. The transaction documentation should therefore address both liabilities and potential recoveries.

When Is a Share Deal Usually More Attractive?

A share deal can be particularly attractive where the buyer wants to acquire an integrated, operating and highly regulated project whose value depends on maintaining continuity of licenses, permits, grid arrangements, land rights and numerous contracts. It can also be commercially efficient where the target is a clean special-purpose vehicle established solely for one project. For example, if a project company owns one operational wind farm, has transparent financial statements, no unrelated businesses, clean regulatory history and well-documented project contracts, acquiring the company can be significantly simpler than reconstructing the project through dozens of separate asset transfers. However, the buyer should only accept that convenience after comprehensive due diligence. A clean SPV should be proven to be clean rather than assumed to be clean. The SPA should then protect the buyer through representations, warranties, indemnities, closing conditions and appropriate liability provisions.

When Can an Asset Deal Be More Attractive?

An asset deal can be attractive where the seller’s company contains significant historical liabilities or unrelated businesses that the buyer does not want. Suppose one company owns several energy projects as well as unrelated commercial operations and faces substantial litigation. A foreign investor interested in only one particular facility may prefer to acquire selected assets if the regulatory framework and project contracts permit a workable transfer. An asset structure can also be useful in distressed transactions where the buyer wants specific assets without taking ownership of the entire corporate entity. However, the buyer must determine whether the project can remain commercially functional after separation. If essential licenses, grid rights, land rights or contracts cannot be transferred efficiently, an asset deal may destroy the very value the buyer intended to acquire. The decision should therefore be based on a project-component transfer analysis rather than a general preference for avoiding liabilities.

Share Deal Due Diligence Checklist

For a share acquisition, the foreign buyer should investigate the target company’s corporate ownership, share ledger, articles of association, shareholder agreements, share pledges, ultimate beneficial ownership, licenses and pre-licenses, regulatory history, grid rights, land, environmental approvals, construction permissions, EPC agreements, O&M arrangements, equipment warranties, PPAs, financing documents, bank accounts, tax liabilities, employment matters, insurance, litigation, administrative proceedings and related-party transactions. Particular attention should be given to liabilities that cannot easily be discovered from the balance sheet. Regulatory penalties, contingent contractor claims, environmental exposure and defective-equipment disputes may not be fully reflected in ordinary financial statements. The buyer should also reconcile the legal due diligence with technical and financial due diligence. A project described legally as 100 MW should correspond with the capacity assumed technically and financially. Differences between licensed capacity, accepted capacity, grid export capacity and actual operating capacity should be identified before pricing is finalized.

Asset Deal Due Diligence Checklist

For an asset acquisition, the buyer must focus heavily on transferability. Every material project component should be placed into a transfer matrix identifying the current owner, proposed transferee, transfer mechanism, required consent, regulatory requirement, tax consequence, security interest and closing document. The matrix should cover land, equipment, buildings, grid infrastructure, leases, easements, project contracts, warranties, intellectual property, permits, receivables, insurance rights and any other essential component. The buyer should identify which rights cannot be transferred and whether replacement rights can be obtained. The project must be tested as a complete operational system after the proposed transfers. It is not enough that 95% of the assets can move if the missing 5% includes the only legally secured access road or the contractual right necessary to use the grid connection. An asset deal therefore often requires more detailed closing mechanics than a share acquisition.

Share Purchase Agreement Protections

Where the buyer chooses a share deal, the SPA should contain energy-specific protections rather than relying exclusively on generic M&A warranties. Depending on the project, representations may address the validity of licenses, regulatory compliance, installed and accepted capacity, grid connection rights, land rights, environmental approvals, construction status, project contracts, equipment warranties, financing, electricity revenues, litigation and administrative proceedings. Known risks should be addressed through specific indemnities where appropriate. If due diligence discovers pending litigation concerning a critical land parcel, for example, the buyer may seek a dedicated indemnity rather than relying on a general litigation representation. Material matters requiring resolution should become conditions precedent. These may include lender consent, regulatory procedures, release of share pledges, extension of land agreements or contractual change-of-control approvals. Purchase-price retention or escrow can also be considered for unresolved risks.

Asset Purchase Agreement Protections

An asset purchase agreement requires a different focus. The agreement should define precisely which assets are included and excluded, which liabilities are assumed and excluded, and which contracts and rights must be transferred at closing. The buyer should avoid vague descriptions such as “all assets relating to the project” where significant value depends on specific registered or contractual rights. Schedules should identify equipment, real estate, leases, easements, contracts, permits, receivables, intellectual property and other components individually where appropriate. The seller should be required to obtain necessary third-party consents and release relevant security. Closing should not occur until the buyer has confidence that all critical project components can operate together after transfer. Transitional arrangements may also be required where certain services cannot move immediately. The agreement should address what happens if a critical consent is not obtained, including whether closing is delayed, the purchase price is adjusted or the affected asset is excluded.

Example: Buying a Licensed Solar Company Through a Share Deal

Assume a foreign infrastructure fund wants to acquire an operating solar project owned by a Turkish SPV. The SPV holds the generation license, owns most of the project land, holds long-term leases over several additional parcels, is party to the grid arrangements and maintains an O&M agreement. A bank holds security over the shares and project accounts. A share acquisition may preserve project continuity, but due diligence identifies three major issues: lender consent is required for the change of control, one land lease expires substantially earlier than the expected project life and an inverter warranty claim is pending. The buyer could structure closing so that lender consent and lease extension are conditions precedent, while the warranty dispute is addressed through a specific indemnity or purchase-price retention. In this scenario, the share structure remains viable because the risks can be contractually managed without dismantling the project.

Example: Asset Deal Because the Seller Has Major Historical Liabilities

Consider a Turkish company owning an energy facility together with unrelated industrial businesses. The company faces significant tax investigations, employee litigation and commercial claims unrelated to the energy project. A foreign buyer wants the generation facility but does not want to acquire the seller’s broader corporate history. An asset transaction may initially appear preferable. However, legal due diligence must establish whether the project’s regulatory authorization, land, grid arrangements, contracts and other essential rights can be transferred or appropriately restructured. If those elements can be transferred within the applicable legal framework, an asset deal may provide meaningful risk separation. If they cannot, the parties may need to consider a different restructuring before acquisition. The lesson is that liability avoidance cannot be analyzed separately from regulatory feasibility.

Red Flags Foreign Buyers Should Identify Before Signing

Foreign investors should treat certain findings as major transaction warnings: unclear license status, inability to confirm regulatory treatment of the proposed transaction, approaching pre-license deadlines, unresolved share ownership, undisclosed share pledges, lender refusal to consent, land rights that cannot be transferred, missing access easements, inadequate grid capacity, environmental litigation, expired equipment warranties, unresolved EPC defects, major tax assessments, regulatory penalties, undisclosed related-party transactions, unexplained cash movements, pending shareholder disputes and project contracts containing termination rights triggered by the acquisition. A seller’s insistence on signing before completing due diligence should itself be treated cautiously. The buyer has its greatest negotiating leverage before signing and before paying the purchase price. Material risks discovered after closing are substantially more difficult to manage.

2026 Considerations for Foreign Energy Buyers

Foreign investors completing acquisitions in 2026 should ensure that transaction analysis reflects the current regulatory position rather than relying on due diligence prepared for a previous transaction. Current regulatory procedures continue to distinguish pre-license and generation-license stages and require project-specific regulatory compliance. (EPDK) Current regulatory documentation also demonstrates the importance of accurate ownership and corporate information where foreign companies or foreign nationals participate in licensed entities. (EPDK) In addition, continuing obligations remain relevant after a license has been issued. The 2026 progress-reporting announcement for relevant generation projects demonstrates that ongoing compliance can continue until full licensed capacity completes acceptance. (EPDK) Foreign buyers should therefore request an updated regulatory compliance certificate or seller representation package immediately before closing rather than relying exclusively on findings made months earlier during initial due diligence.

Share Deal vs Asset Deal: Which Is Better for a Foreign Energy Investor?

There is no universal answer. A share deal can provide stronger project continuity but exposes the investor economically to the target company’s historical liabilities. An asset deal can offer greater ability to select assets and isolate certain liabilities but may create substantially greater transfer, consent and regulatory complexity. For a clean, single-project SPV holding a licensed operating renewable-energy project, a carefully structured share acquisition may often provide commercial advantages because the project infrastructure remains within the same company. Where the seller’s company contains substantial unrelated liabilities, multiple businesses or serious historical problems, an asset structure may deserve stronger consideration if the essential project rights can legally and practically be transferred. The correct decision should therefore be reached only after comparing regulatory feasibility, liability exposure, tax consequences, financing requirements, contract transferability, land rights and closing complexity.

Frequently Asked Questions

1. Can a foreign company acquire an energy company in Turkey?

Yes. Foreign investors can acquire Turkish energy companies, subject to the corporate, energy-market, competition, financing and other regulatory requirements applicable to the specific transaction.

2. What is the main difference between a share deal and an asset deal?

In a share deal, the buyer acquires shares in the company while the company continues to own its assets and remain responsible for its liabilities. In an asset deal, the buyer acquires specifically identified assets or business components.

3. Is a share deal normally easier for a licensed power project?

It can provide greater continuity because the licensed project company remains in existence. However, regulatory requirements, lender consent and contractual change-of-control provisions must still be reviewed.

4. Can a generation license simply be included in an asset purchase agreement?

A generation license should not be treated as an ordinary transferable asset. The transaction must comply with the regulatory framework applicable to the license holder and proposed project structure.

5. Does an asset deal protect the buyer from every historical liability?

No. Certain liabilities may follow the business, assets, property or employment relationships under mandatory rules. The exact exposure requires transaction-specific analysis.

6. What is the biggest disadvantage of a share deal?

Historical liabilities remain inside the target company. Tax exposure, regulatory breaches, litigation, employee claims and contractual liabilities can therefore economically affect the buyer after closing.

7. What is the biggest disadvantage of an asset deal?

The buyer may need to transfer or recreate numerous project rights individually. Regulatory approvals, contracts, land rights, easements, warranties and grid arrangements can make the process considerably more complicated.

8. Can project-finance debt prevent an energy acquisition?

It can materially affect the transaction. Financing documents may require lender consent and project assets or shares may be subject to security that must be released, refinanced or replaced.

9. Should the buyer sign the SPA before completing regulatory due diligence?

Material regulatory issues should preferably be identified before the buyer becomes unconditionally obligated to close. Regulatory approvals and other unresolved matters can then be incorporated into conditions precedent and closing protections.

10. Which structure is generally preferable for an operating solar or wind project?

The answer depends on the specific project. A share acquisition may offer significant continuity advantages for a clean single-project company, while an asset acquisition may be preferable where substantial unrelated historical liabilities exist and the essential project rights can be transferred without damaging project value.

Legal Support for Foreign Buyers Acquiring Energy Companies in Turkey

Foreign investors considering the acquisition of a Turkish energy company should decide between a share deal and an asset deal only after completing coordinated regulatory, corporate, contractual, land, financing, tax and project-specific due diligence. The transaction structure should protect not only the buyer’s legal position but also the economic assumptions supporting the investment.

Firat Fesih Kaya Law Office assists foreign investors, international energy companies, renewable-energy developers and infrastructure investors with energy-company acquisitions in Turkey. Firat Fesih Kaya can assist with transaction structuring, share and asset acquisitions, energy regulatory due diligence, license and pre-license analysis, project-company due diligence, grid and land rights, EPC and O&M agreements, project financing, SPA and asset purchase agreement negotiations, regulatory procedures and closing risk management.

For a foreign buyer, the correct transaction structure should answer three questions before closing: Will the buyer obtain every right required to operate the energy project? Which historical liabilities will remain after the acquisition? Can the project continue generating the revenues assumed in the investment model immediately after closing?

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