Venture rounds in Türkiye run on two clocks: corporations law and the expectations of international investors. We design legal architecture that keeps both aligned. Our work integrates deal structure, governance, tax incentives and regulatory exposure into one workstream, from seed through growth and exit. Founders, investors and boards get a structure that travels, whether capital comes from a Turkish GSYF, a European fund or a US Series A lead.
STG Partners drafts and negotiates term sheets that set the economic and control terms for the round and anticipate the next three. We structure preferred share economics across liquidation preferences, dividends, conversion and participation through the articles of association and the accompanying shareholders’ agreement. We design governance in parallel: board composition, reserved matters, consent thresholds and information flows. Shareholders’ rights sit inside the same architecture, covering drag-along, tag-along, pre-emption and rights of first refusal. We draft each element to be workable locally, but also familiar to cross-border investors.
At seed and pre-seed, we structure convertible loan notes, SAFEs and ASAs to preserve optionality and avoid dilution surprises on conversion. We model the post-conversion cap table before it lands. In harder markets, we advise on down rounds, anti-dilution mechanics and pay-to-play structures that reset positions without destabilising founders or existing investors.
We design founder and employee equity as part of the capital structure, from the outset. We build vesting, leaver mechanics and option or phantom share plans around local tax treatment and team composition. We set entity selection and holding structures upfront, whether that is a domestic joint stock company, a vehicle positioned to access R&D and software tax reliefs or a flip-up to a US parent for startups targeting American venture capital. Each structure serves investors, tax position and eventual exit route.
Every round sits on top of a regulatory stack. STG Partners manages securities law compliance, fund and crowdfunding rules, data protection obligations on diligence material, as well as sanctions and AML duties. We advise on domestic R&D and angel investor reliefs alongside investor tax positions across local and cross-border structures. We plan exit routes backwards from day one, whether through trade sale, secondary, venture debt, public listing or a flip-led US exit.
STG Partners builds the legal infrastructure behind high-growth companies and the funds that back them. The outcome is clean structure under Turkish and international law and a capital model that scales across Türkiye, Europe and the US.
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