Birleşme ve Devralma İşlemlerinde Durum Tespiti (Due Diligence) Yapılmasının Hukuki Açıdan Değerlendirilmesi

Abstract

In this study, the concept of due diligence in the merger and acquisition (M&A) process is examined in general. Due diligence is a systematic, detailed, and diligent examination in order for companies to make conscious decisions during the M&A process. In this context, firstly, the concepts of M&A are explained in terms of the period from the negotiation to the integration stage of the companies. Then, the concept of due diligence and the implementation process of due diligence in M&A transactions is also addressed. In the last part of this study, due diligence is evaluated from a legal perspective. In this context, the connections between due diligence and the concepts of culpa in contrahendo, the provisions of the warranty defect liability, defect in consent, and the liability of the persons conducting the due diligence process are evaluated.