Purchase Price Adjustment Disputes in Turkish M&A Transactions: Legal Remedies for Foreign Buyers – 2026 Updated Guide

Learn how foreign buyers can resolve purchase-price adjustment disputes in Turkish M&A transactions involving net debt, working capital, completion accounts, leakage and hidden liabilities.

Purchase-price adjustment disputes are common after a foreign buyer acquires shares in a Turkish company. The disagreement may concern net debt, working capital, cash, inventory, receivables, related-party payments, tax liabilities or financial statements delivered after closing.

The buyer may argue that the company was worth less than represented, while the seller may claim that the buyer is attempting to reduce the agreed price improperly.

This 2026 updated guide explains the main causes of purchase-price adjustment disputes and the legal remedies available to foreign buyers in Turkish M&A transactions.

What Is a Purchase-Price Adjustment?

A purchase-price adjustment changes the initial price after closing based on the target company’s actual financial position at an agreed measurement date.

The adjustment may be calculated using completion accounts, net debt, working capital, cash, capital expenditure, inventory, receivables or other financial metrics.

Some transactions use a locked-box structure, in which the price is fixed based on historical accounts and the buyer is protected against unauthorized value leakage after the locked-box date.

The SPA should clearly define the calculation method, accounting principles and dispute procedure.

What Usually Causes a Dispute?

Common disputes concern whether a liability should be treated as debt, whether cash was actually available, whether receivables were collectible and whether working capital was calculated consistently.

Other issues include unpaid tax, employee claims, related-party transactions, excessive management payments, unrecorded liabilities, customer returns, inventory impairment and foreign-currency differences.

The parties may also disagree about whether the seller extracted value from the company between signing and closing.

How Does the Completion-Accounts Process Work?

The SPA may require the buyer or seller to prepare closing accounts after completion. The other party is usually given a period to review and object.

The buyer should compare the closing accounts with the SPA definitions, accounting policies and historical financial statements.

If the parties cannot agree, the dispute may be referred to an independent accountant, expert, court or arbitral tribunal, depending on the agreement.

Strict notice and objection periods may apply.

What Should the Foreign Buyer Review?

The buyer should review the SPA, schedules, financial statements, accounting policies, completion accounts, disclosure documents and closing certificate.

The buyer should also examine bank statements, debt confirmations, invoices, customer balances, inventory records, tax documents and related-party payments.

The accounting method used for the adjustment must be consistent with the contract. A party may not always change accounting principles after closing simply to obtain a more favorable result.

Can Net Debt Be Disputed?

Net debt may include bank loans, overdrafts, guarantees, unpaid interest, shareholder loans, leasing liabilities and other financial obligations.

The parties may disagree about whether a particular liability existed at closing or whether it was already reflected in the agreed price.

Undisclosed bank loans, guarantees and related-party financing may support a price adjustment, indemnity or separate warranty claim.

Can Working Capital Be Disputed?

Working capital calculations may include inventory, trade receivables, trade payables and short-term operating liabilities.

The buyer may argue that receivables were overstated, inventory was obsolete or unpaid supplier debts were excluded. The seller may argue that the buyer used unusually conservative accounting after closing.

The parties should apply the SPA’s agreed accounting principles and preserve the company’s records at the measurement date.

Can Related-Party Transactions Affect the Price?

Yes. Payments, loans, guarantees, management fees and asset transfers involving related parties may reduce the company’s actual value or working capital.

If value was extracted before closing, the buyer may seek a purchase-price adjustment, leakage claim, indemnity or damages.

The buyer should investigate whether the transaction had a genuine business purpose, fair pricing and proper approval.

Can Hidden Tax and Employee Liabilities Change the Price?

Undisclosed tax assessments, social-security liabilities, severance claims, overtime claims and employment lawsuits may affect net debt, working capital or the company’s value.

The buyer should determine whether the liability existed at closing, whether it was disclosed and whether the SPA allocates responsibility to the seller.

A separate indemnity may apply even if the liability does not fall within the purchase-price formula.

What If the Seller Rejects the Buyer’s Calculation?

The buyer should issue a detailed written objection identifying each disputed item, calculation and contractual provision.

The objection should include supporting financial records and explain how the seller’s calculation violates the SPA.

The buyer should avoid making an unsubstantiated deduction from the purchase price unless the contract expressly permits it.

Can an Independent Expert Decide the Dispute?

Many SPAs provide for an independent accountant or expert to decide accounting disputes.

The expert’s authority depends on the agreement. The buyer should check whether the expert may decide only mathematical and accounting issues or also interpret legal provisions.

The buyer should prepare a clear submission, supporting schedules and evidence. Expert determination may be faster than a full lawsuit, but its decision may be limited by the SPA.

Can the Buyer File a Commercial Lawsuit?

A commercial lawsuit may be necessary where the parties dispute the meaning of the SPA, the validity of an adjustment or the seller’s concealment of liabilities.

The buyer may seek payment, declaratory relief, indemnity, damages, price adjustment or another contractual remedy.

The dispute-resolution clause should be reviewed first. It may require mediation, expert determination or arbitration before court proceedings.

Can Arbitration Be Used?

If the SPA contains an arbitration clause, the foreign buyer may need to pursue the adjustment dispute through arbitration.

The buyer should examine the seat, language, rules, number of arbitrators, interim-measure options and enforcement of the award.

A Turkish court may still be relevant for interim protection, evidence or enforcement depending on the arbitration structure.

Can the Buyer Claim Fraud or Misrepresentation?

A buyer may pursue fraud or misrepresentation claims if the seller knowingly overstated financial figures, concealed debt or manipulated closing accounts.

The buyer should prove the inaccurate representation, seller knowledge, reliance, causation and financial loss.

An accounting mistake may support a warranty claim even if it does not reach the level of fraud.

Can the Buyer Request Interim Protection?

An injunction or provisional attachment may be considered where the seller is transferring assets, moving sale proceeds or threatening to make recovery difficult.

Protection may also be relevant where company records are being altered or destroyed.

The court evaluates urgency, evidence and proportionality. Security may be required.

What Evidence Matters in 2026?

In 2026, electronic accounting systems, digital invoices, cloud data rooms, bank records, financial models, corporate emails and document histories may be decisive.

The buyer should preserve the financial data as it existed at closing and retain original file versions.

A forensic accountant may reconstruct the company’s actual net debt, working capital, cash and liabilities at the relevant date.

Can a Foreign Buyer Act from Abroad?

A foreign buyer does not always need to travel to Turkey. A Turkish lawyer may review the SPA, prepare the objection, coordinate experts and pursue court or arbitration proceedings under a valid power of attorney.

Depending on the issuing country, legalization, apostille and official translation may be required.

Lawyer Fırat Fesih Kaya assists foreign buyers with purchase-price adjustments, completion accounts, hidden liabilities, SPA disputes and M&A litigation in Turkey.

2026 Legal Considerations

Foreign buyers should negotiate precise definitions for debt, cash, working capital, leakage, accounting principles, disputed items and expert authority before signing the SPA.

After closing, the buyer should protect the objection deadline and preserve accounting records before systems or personnel change.

The applicable rules on M&A contracts, accounting evidence, expert determination, arbitration, mediation and procedural deadlines should be reviewed before action is taken.

Frequently Asked Questions (FAQ)

1. What is a purchase-price adjustment in a Turkish M&A transaction?

It is a post-closing price change based on the target company’s actual financial position under the SPA.

2. What is a completion-accounts dispute?

It is a disagreement about financial statements prepared after closing to calculate net debt, working capital, cash or other price metrics.

3. Can hidden bank loans reduce the purchase price?

They may support a price adjustment, indemnity or warranty claim depending on the SPA.

4. Can overstated receivables affect the adjustment?

Yes. Uncollectible or improperly recorded receivables may affect working capital and company value.

5. Can related-party payments be treated as leakage?

Potentially, if value was extracted from the target company contrary to the SPA.

6. Can the seller change accounting methods after closing?

The calculation should generally follow the accounting principles and hierarchy agreed in the SPA.

7. Can an independent accountant decide the dispute?

Yes, if the SPA provides for expert determination and defines the expert’s authority.

8. Can the foreign buyer file a lawsuit?

A commercial lawsuit may be possible, subject to the SPA’s mediation, expert or arbitration provisions.

9. Can the buyer claim fraud?

Fraud may be considered where the seller knowingly manipulated accounts or concealed material liabilities.

10. Can a foreign buyer manage the dispute without traveling to Turkey?

In many cases, yes. A Turkish lawyer may act under a valid power of attorney.

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 Foreign Buyers

Purchase-price adjustment disputes require both detailed financial analysis and careful contract interpretation. A foreign buyer should protect objection deadlines and preserve closing-date records immediately.

Fırat Fesih Kaya Law Office provides professional legal support to foreign buyers in completion-account disputes, net-debt calculations, working-capital adjustments, SPA indemnities, expert determination and M&A litigation.

Call: +90 312 434 22 22
WhatsApp: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Address: Mevlana Boulevard No:221, Yildirim Tower, Balgat, Cankaya, Ankara, Turkey