Key Employees Leave After a Turkish Company Acquisition: Can the Buyer Claim Compensation? – 2026 Updated Guide

Can a foreign buyer claim compensation when key employees leave after acquiring a Turkish company? Learn about seller liability, evidence, non-solicitation clauses, and legal remedies in 2026.

The departure of key employees after acquiring a Turkish company can seriously reduce the value of the transaction. Senior managers, engineers, sales executives, technical specialists, and employees with important customer relationships may possess knowledge that is essential to the acquired business.

A foreign buyer may be able to claim compensation if the employee departures resulted from the seller’s breach of the share purchase agreement, misrepresentation, violation of a non-solicitation clause, misuse of confidential information, or deliberate diversion of the acquired company’s workforce.

However, employees are generally free to resign from their jobs. The fact that several employees leave after closing does not automatically make the seller liable. The buyer must establish a contractual breach or unlawful conduct and prove the resulting loss.

Are Employees Free to Resign After an Acquisition?

In principle, an employee may resign after a company acquisition, subject to the applicable employment contract and legal requirements. A buyer cannot normally force an employee to continue working solely because the employee was important to the acquired company.

The same principle applies where a key employee receives a better offer from another company. An ordinary resignation, without evidence of seller involvement or contractual breach, may not create an automatic compensation claim against the seller.

The buyer’s legal position becomes stronger where the seller actively encourages employees to resign, offers them positions in a competing business, transfers them to a related company, or uses confidential information to recruit them.

When Can the Seller Be Held Liable?

The seller may face liability under the transaction documents if the seller promised that key employees would remain employed, failed to disclose known resignation plans, or violated post-closing obligations.

Important contractual provisions may include:

• Employee retention representations and warranties;
• Disclosure obligations concerning threatened resignations;
• Non-solicitation and non-hiring clauses;
• Non-compete obligations;
• Confidentiality provisions;
• Goodwill protection clauses;
• Indemnity provisions;
• Earn-out and purchase price adjustment mechanisms;
• Contractual penalties;
• Escrow or holdback arrangements.

If the seller knew before closing that important employees intended to leave but failed to disclose this information, the buyer may evaluate whether the seller breached its representations or misled the buyer during negotiations.

The buyer should compare the seller’s statements in the SPA, management presentations, due diligence responses, employee schedules, and correspondence before closing.

Seller Solicitation of Key Employees

A common post-acquisition dispute arises when the seller establishes or joins another business and contacts former employees of the acquired company.

The buyer may have grounds for a claim if the seller:

• Invites key employees to resign;
• Offers them positions in a competing company;
• Coordinates their resignations;
• Uses confidential salary or performance information;
• Encourages employees to take customer lists or business data;
• Transfers a team to a related company;
• Promises employees that they will continue serving the same customers;
• Uses former employees to divert business opportunities.

A valid non-solicitation clause may restrict the seller from recruiting or encouraging employees to leave for a defined period. The scope, duration, territory, and wording of the clause are important.

A clause that prohibits every employee from ever working for another business may be considered too broad. A clause directed at a limited group of senior employees and designed to protect the goodwill purchased in the transaction may be more defensible.

What If Employees Leave Voluntarily?

The buyer should distinguish voluntary employee mobility from coordinated solicitation.

An employee may independently decide to resign because of workplace conditions, compensation, management changes, relocation, or a better career opportunity. This does not necessarily establish that the seller breached the SPA.

Evidence may become significant where several key employees resign within a short period, join the seller’s new company, contact the same customers, or leave with confidential documents. The timing and pattern of departures may help demonstrate coordination, but timing alone may not be sufficient.

The buyer should conduct a careful investigation without unlawfully interfering with employees’ privacy or employment rights.

Can the Buyer Claim Compensation?

If the seller’s breach caused measurable loss, the buyer may seek compensation. Potential heads of loss may include:

• Recruitment and replacement expenses;
• Training and onboarding costs;
• Lost profits caused by delayed projects;
• Customer losses connected with employee departures;
• Reduction in the value of the acquired business;
• Costs of rebuilding the management or sales team;
• Loss of business opportunities;
• Expenses incurred to protect confidential information;
• Contractual penalties under the SPA.

The buyer must usually establish a causal connection between the seller’s conduct and the financial loss. It may not be enough to show that an employee resigned and that revenue later decreased.

A stronger claim may exist where the buyer can show that the seller recruited a sales team, transferred customer relationships, and caused identifiable contracts or revenue streams to move to another business.

The buyer should also consider whether the SPA includes a liability cap, notice period, deductible, basket, limitation period, exclusive remedy clause, or arbitration provision.

Can the Buyer Obtain an Injunction?

An injunction may be considered where the seller’s conduct is continuing and may cause irreversible harm. The buyer could seek interim protection against the use of confidential information, solicitation of protected employees, transfer of company records, or misuse of customer relationships.

The requested measure should be specific and proportionate. A court may be reluctant to prevent an employee from working in an entire industry. A request focused on the seller’s prohibited conduct, confidential information, or contractual non-solicitation obligation may be more realistic.

The buyer should act quickly if there is a risk that employees will take customer lists, technical documents, source materials, pricing information, or other sensitive records.

Evidence in Employee Departure Disputes

The buyer should preserve the SPA, employee schedules, due diligence documents, retention plans, organizational charts, employment contracts, resignation letters, exit interview records, emails, WhatsApp messages, recruitment communications, and evidence of the employees joining the seller’s new business.

Other useful evidence may include customer transfers, sales records, project delays, online announcements, job advertisements, shared branding, common business addresses, and communications between the seller and former employees.

Digital evidence should be preserved in its original form whenever possible. Cloud access logs, file-download records, email metadata, CRM activity, and company-device records may help establish whether information was copied or transferred before resignation.

All evidence must be obtained lawfully. Accessing an employee’s private account without authorization or unlawfully monitoring communications may create separate legal risks.

Liability of the Departing Employees

The buyer may also need to assess whether departing employees breached their own employment contracts, confidentiality obligations, intellectual property duties, or post-employment restrictions.

An employee may be liable if the employee takes confidential documents, discloses trade secrets, misuses company data, or violates a valid contractual obligation. The buyer should not assume that every departure creates an employee claim.

Employment-related restrictions must be reviewed separately from the seller’s obligations under the M&A agreement. The seller may have contractual liability even where the employee is not personally liable, and an employee may have separate liability even where the seller did not breach the SPA.

What If the Seller Uses a Related Company?

If the departing employees join a company owned by the seller, a relative, former manager, or business partner, the buyer should investigate whether the structure was created to avoid the SPA restrictions.

Relevant circumstances may include common directors, coordinated resignation dates, identical customer targets, use of the acquired company’s data, similar marketing, and the transfer of an entire department or sales team.

The related company is not automatically liable merely because it has a connection with the seller. The buyer should identify the company’s actual participation in the alleged breach and consider claims against the parties responsible for the unlawful conduct.

2026 Practical Considerations for Foreign Buyers

In 2026, employee departure disputes increasingly involve remote work systems, cloud storage, professional networking platforms, encrypted messaging applications, digital recruitment, and cross-border access to company data.

Foreign buyers should address employee retention before closing. The transaction should clearly define key employees, disclosure duties, retention incentives, post-closing cooperation, non-solicitation obligations, confidentiality rules, ownership of digital records, and remedies for coordinated departures.

A foreign buyer should also request updated employee information immediately before closing. A material change in the employment status of a senior manager or technical specialist may affect the buyer’s valuation and decision to complete the transaction.

Lawyer Fırat Fesih Kaya assists foreign investors with Turkish M&A disputes, seller liability, employee solicitation claims, confidentiality breaches, compensation proceedings, and interim legal protection.

What Should the Foreign Buyer Do First?

The buyer should preserve all transaction and employment records, identify the employees who left, determine whether they joined a competing business, review the SPA provisions, calculate the financial impact, and send a carefully drafted notice reserving its rights.

The buyer should avoid making unsupported accusations or contacting customers in a manner that could create additional disputes. A coordinated legal strategy may include contractual claims, compensation proceedings, an injunction application, protection of trade secrets, and separate action relating to employee misconduct where appropriate.

Frequently Asked Questions (FAQ)

1. Can a foreign buyer claim compensation when key employees leave after an acquisition in Turkey?
Possibly. A claim may exist if the seller breached the SPA, concealed known resignation plans, solicited employees, or caused unlawful customer and business diversion.

2. Are employees legally required to remain after the company is sold?
Generally, no. Employees may resign in accordance with their employment contracts and applicable employment rules.

3. Is the seller automatically liable if several employees resign together?
No. The buyer must usually prove seller involvement, contractual breach, unlawful solicitation, or another legally compensable act.

4. Can a non-solicitation clause prevent the seller from hiring former employees?
A valid and appropriately limited clause may restrict targeted recruitment for a defined period. Its wording, duration, scope, and proportionality must be examined.

5. Can the buyer stop former employees from joining a competitor?
Not automatically. Any restriction must arise from a valid legal or contractual obligation and must comply with applicable employment principles.

6. What damages can the buyer claim?
Depending on the evidence, the buyer may claim recruitment costs, training expenses, lost profits, customer losses, project delays, business value reduction, and contractual penalties.

7. What evidence proves that the seller recruited employees?
Emails, messages, job offers, coordinated resignation dates, employee statements, recruitment records, customer transfers, and evidence of employees joining a related company may be relevant.

8. Can the buyer sue the seller’s new company?
Potentially, if the new company participated in the breach, used confidential information, or coordinated the employee and customer diversion. A corporate connection alone is not enough.

9. What if the seller concealed that key employees planned to resign before closing?
The buyer may review representations, warranties, disclosure duties, and possible misrepresentation or indemnity claims under the transaction documents.

10. What should a foreign buyer do immediately?
The buyer should preserve evidence, review the SPA and employment documents, assess confidentiality risks, calculate losses, and obtain advice from a Turkish lawyer before sending notices or filing proceedings.

This article is provided for general informational purposes only and does not constitute legal advice. We recommend consulting a lawyer about your specific circumstances to avoid any loss of rights.

Expert Legal Support for Employee Departure and M&A Disputes

Expert legal support is essential to avoid losing valuable rights. By working with a lawyer experienced in Turkish M&A transactions, employee solicitation, confidentiality, non-compete obligations, and compensation claims, foreign buyers can protect their investment in Turkey and abroad. Fırat Fesih Kaya Law Office provides professional legal support in post-acquisition disputes.

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