English-Law Debt and Turkish Restructurings: Concordat, Restructuring Plans and the Rule in Gibbs

Turkish companies borrow abroad on a large scale.

At the end of the second quarter of 2026, Türkiye's gross external debt stood at US$539.0 billion, according to the Central Bank of the Republic of Türkiye. The private sector accounted for US$318.0 billion of it. Loans made up 46.2% of the total stock and debt securities 19.5%.

Much of that cross-border lending is documented under English law. So are many Eurobonds issued by Turkish companies and banks, together with the hedging agreements and group guarantees that support them.

That choice of law is rarely discussed when the money is advanced. It becomes decisive when the borrower cannot pay.

Turkish law offers several routes to a restructuring. There is the concordat, the court-confirmed restructuring by agreement under Article 309/m of the Enforcement and Bankruptcy Law (İİK), and the bank framework agreements under the Banking Law. Each can bind creditors in Türkiye. None of them, by itself, discharges an English-law debt held by a creditor that has neither agreed nor submitted to the Turkish process, in the eyes of an English court.

This article explains why, and what follows for borrowers and creditors. It looks at the rule in Gibbs, the recognition of a Turkish concordat in England and the use of English schemes and restructuring plans by foreign companies. It then turns to the recognition of English orders in Türkiye and the gaps in each Turkish tool. The final sections deal with guarantees and security, the duties of Turkish boards and the sequencing of a restructuring that holds in both countries. It builds on our guide to creditor rights in a Turkish concordat, which deals with the Turkish proceeding itself.

1. The debt and the debtor can belong to different legal systems

A restructuring raises two separate legal questions.

The first is which law governs the debt. Under Article 24 of Law No. 5718 on International Private and Procedural Law (MÖHUK), contractual obligations are governed by the law chosen by the parties. A Turkish court will therefore accept that a loan agreement or a bond governed by English law is, as a contract, an English-law obligation.

The second is which court controls the collective process against the debtor. For a company incorporated and operating in Türkiye, that is ordinarily a Turkish commercial court, applying Turkish insolvency law.

The two answers often point to different countries, and a Turkish borrower in difficulty rarely has only one kind of debt. Its syndicated facility is likely to be on Loan Market Association terms, governed by English law and subject to the English courts or to arbitration in London. Its Eurobonds will sit under an English-law trust deed or fiscal agency agreement, and its interest rate or currency hedging under an ISDA Master Agreement, which is also commonly governed by English law. Group companies in Türkiye and abroad will often have guaranteed the debt under English-law guarantees.

The security, by contrast, is Turkish. Pledges and mortgages over assets in Türkiye are governed by Turkish law, because rights in rem follow the law of the place where the asset is located (MÖHUK Article 21).

Each of those layers reacts differently to a Turkish process and to an English one. A restructuring that treats the group's debt as a single block tends to break at one of those joints.

The forum clauses in the underlying contracts matter as well. Our analysis of arbitration clauses in Türkiye–UK contracts explains how the dispute resolution clause shapes where a claim on the debt will be heard.

2. Under the rule in Gibbs, only English law can discharge an English-law debt

The rule takes its name from the Court of Appeal's 1890 decision in Antony Gibbs & Sons v La Société Industrielle et Commerciale des Métaux.

A French company had bought copper from London merchants under contracts made and to be performed in England. It then went into liquidation in France. The Court of Appeal held that the contracts were governed by English law and that their discharge was a matter for English law. A discharge under French insolvency law, a law the merchants had not agreed to be bound by, did not prevent them suing in England.

More than a century later, the rule is still applied.

In Bakhshiyeva v Sberbank of Russia (2018), the International Bank of Azerbaijan had restructured its debts in Azerbaijan, with the approval of the required majority of its creditors. Sberbank and funds managed by Franklin Templeton, which held English-law debt, had not voted or otherwise taken part. The bank's foreign representative asked the English court to extend, indefinitely, the stay that it had obtained under the Cross-Border Insolvency Regulations 2006 (CBIR).

The Court of Appeal refused. It confirmed that the rule in Gibbs binds all courts below the Supreme Court and that the creditors' claims were neither discharged nor otherwise affected by the Azerbaijani restructuring.

The rule is narrower than its reputation suggests, and three points about its scope matter for Turkish borrowers.

It works in both directions. If a debt is governed by Turkish law, an English court will recognise its discharge under Turkish law, as the Court of Appeal noted in Bakhshiyeva. The difficulty is created by the English governing law of the debt, not by the Turkish proceeding as such.

It also yields to submission. A creditor that has submitted to the foreign insolvency proceeding is taken to have accepted that the law of that proceeding will govern its rights. It cannot then rely on the rule (see section 14).

Finally, reform has been discussed but has not happened. In July 2023 the UK Government said that it intends to implement the UNCITRAL Model Laws on insolvency-related judgments and on enterprise group insolvency, while doing further work to preserve legal clarity. At the date of this article, the CBIR 2006 remain the operative framework and the rule in Gibbs continues to apply.

3. In Türkiye, a binding concordat covers English-law creditors too

The Turkish analysis starts from the opposite end.

Under Article 308/c of the İİK, a concordat that has become binding is mandatory for all claims that arose before the concordat request. It also covers claims that arose during the respite without the commissioner's permission. The statutory exceptions concern first-rank privileged claims, secured claims up to the value of the collateral and public receivables collected under Law No. 6183.

The Article does not exempt claims governed by a foreign law. A Turkish court is likely to treat the effect of the concordat as a matter for the Turkish insolvency forum, whatever law governs the debt.

The same applies before confirmation. During the respite, Article 294 prevents any enforcement against the debtor, suspends enforcement already started and prevents interim attachments from being executed. A creditor holding an English judgment or a London award cannot simply enforce it in Türkiye while the respite lasts.

The result is that one debt can have two lives.

Take an unsecured lender owed US$50 million under an English-law facility, and a concordat that pays unsecured creditors 40% over five years. In Türkiye, the lender's claim becomes US$20 million on that timetable. In England, if the lender has not submitted to the Turkish proceeding, it can still sue for the full amount. Neither court is wrong under its own law. The practical question is which version of the debt the lender can turn into money.

Termination rights split in the same way. Under Article 296 of the İİK, contracts that are important for the continuation of the debtor's business continue during the concordat. Terms that treat the concordat request as a breach, a ground for termination or an acceleration event do not apply.

An English court deciding whether an English-law counterparty validly terminated is unlikely to apply that rule. In Fibria Celulose v Pan Ocean (2014), the English court had recognised a Korean rehabilitation proceeding under the CBIR. It nevertheless declined to use that recognition to apply a Korean rule of the same kind to a contract governed by English law. English law has its own restriction, in section 233B of the Insolvency Act 1986. It protects supplies to companies in UK procedures, including a Part 26A plan once meetings have been ordered, and Schedule 4ZZA excludes many financial contracts from it.

A Turkish debtor's hedging counterparty or London supplier may therefore remain free to terminate under English law, even though a Turkish court would treat the same termination as ineffective.

4. Where the assets are decides which version of the debt matters

For most Turkish operating companies, the bulk of the assets is in Türkiye.

If a creditor's only realistic recovery is against those assets, the English-law claim adds little. The creditor would need to enforce in Türkiye, and the concordat governs what it can recover there.

The position changes when value sits outside Türkiye. Export receivables may be paid by foreign customers into accounts abroad. The group may own foreign subsidiaries, or hold them through holding companies outside Türkiye. Ships, aircraft and inventory move between jurisdictions. A guarantor may be incorporated, or hold assets, elsewhere. And banks holding the group's cash may be able to exercise set-off under English-law documents.

In those cases, a creditor that keeps its English-law claim intact may be able to recover more than the concordat offers. Even where it does not enforce, the prospect gives it leverage in the negotiation.

The English court has treated this as a question of fact. In Cimolai (2023), an Italian group used English restructuring plans alongside an Italian concordato preventivo. Trower J accepted that dissenting creditors could in theory enforce uncompromised English-law claims outside Italy. On the evidence, however, the Italian companies' assets outside Italy were not substantial enough to make that course worthwhile.

A Turkish borrower considering whether it needs an English-law mechanism should start with the same question: where could a holdout creditor actually enforce?

5. Recognition of a Turkish concordat in England brings a stay, not a discharge

A Turkish concordat can, in principle, be recognised in Great Britain under the CBIR 2006, which give effect to the UNCITRAL Model Law on Cross-Border Insolvency.

The CBIR do not require reciprocity. A "foreign proceeding" is a collective judicial or administrative proceeding under a law relating to insolvency. The debtor's assets and affairs must be subject to control or supervision by a foreign court, for the purpose of reorganisation or liquidation. A concordat supervised by a Turkish commercial court and a court-appointed commissioner appears capable of meeting that description. We are not aware of a reported English decision recognising a Turkish concordat.

If the debtor's centre of main interests is in Türkiye, the concordat would be a foreign main proceeding. Recognition then brings an automatic stay of individual actions and enforcement in Great Britain, and the court may grant further discretionary relief.

That relief has limits. In Bakhshiyeva, the stay could not outlast the foreign proceeding so as to achieve, in substance, the discharge that the rule in Gibbs denies. In Cimolai, the Italian concordato had been recognised under the CBIR, but Trower J observed that a stay was improbable as a means of circumventing the rule in Gibbs.

Recognition in England is therefore useful for breathing space. It protects the Turkish process from enforcement in England while the creditors vote and the court decides. It does not, by itself, solve the English-law debt.

6. An English scheme or restructuring plan can bind English-law creditors

The usual answer to the rule in Gibbs is to compromise the English-law debt under English law.

The simplest way is an amendment under the contract itself. Loan agreements and bond terms usually allow amendments with the consent of a specified majority, although in syndicated loans a change to payment terms typically needs the consent of every lender. A change made under those provisions is a change under English law, so the rule in Gibbs does not arise (see section 10).

Where the contractual majorities cannot be reached, the company can turn to the court. A scheme of arrangement under Part 26 of the Companies Act 2006 requires approval by a majority in number representing 75% in value of each class of creditors voting, and the court's sanction. A restructuring plan under Part 26A, introduced by the Corporate Insolvency and Governance Act 2020, requires 75% in value of each voting class, with no headcount test.

A restructuring plan also has threshold conditions. The company must have encountered, or be likely to encounter, financial difficulties affecting its ability to carry on business as a going concern. The plan must be designed to eliminate, reduce, prevent or mitigate them.

Both regimes apply to any company liable to be wound up under the Insolvency Act 1986. That can include a foreign company, which may be wound up as an unregistered company under Part V of that Act.

The English court also asks whether the company has a sufficient connection with England, and it has repeatedly accepted that English-law debt can provide it. In Van Gansewinkel (2015), Snowden J relied on the English governing law of the debt to be restructured, in a scheme for Dutch and Belgian companies. In Petrofac (2025), one of the two plan companies was incorporated in the United Arab Emirates.

For a Turkish group, the English mechanism can be proposed by the Turkish company itself or, where the structure allows, by a group company that is a borrower or guarantor of the English-law debt. The choice of entity affects the jurisdiction analysis, the classes and the recognition evidence. It should be made with the Turkish process in view.

The Cimolai structure shows how the two can fit together. The English plans were designed to give effect, under English law, to the same arrangement as the Italian concordato, and to take effect from the Italian court's approval. Creditors who had declined to participate in Italy were bound in England.

7. Cross-class cram-down is available, but its fairness is contested

The feature that distinguishes a restructuring plan is the power to bind a dissenting class.

Under section 901G, the court may sanction a plan despite a dissenting class if two conditions are met. Under the first, no member of the dissenting class may be any worse off under the plan than in the "relevant alternative", meaning whatever the court considers most likely to occur if the plan is not sanctioned. Under the second, the plan must have been approved by 75% in value of a class that would receive a payment, or have a genuine economic interest in the company, in the relevant alternative.

Meeting both conditions does not oblige the court to sanction, and three recent decisions of the Court of Appeal show that fairness remains a real test.

In Adler (2024), the Court of Appeal set aside a plan that paid series of notes sequentially by maturity. That departed, without justification, from the pari passu distribution that would have applied in the relevant alternative.

In Thames Water (2025), the court upheld the plan. It rejected, however, any hard-edged rule that creditors who would be out of the money in the relevant alternative can always be denied a share of the benefits of the restructuring.

In Petrofac (2025), it set aside the sanction of two plans, because the allocation of the benefits of the restructuring had not been shown to be fair to the dissenting creditors.

For a Turkish group, the relevant alternative is likely to be a Turkish process: a concordat, a bankruptcy or an enforcement sale in Türkiye. The English court will need evidence of what creditors would recover in that scenario. That means Turkish law evidence on priorities, secured claims and timing, as well as valuation evidence.

A plan that relies on cram-down should therefore be prepared for a contested sanction hearing.

8. The English court will ask whether its order will work in Türkiye

An English court will not sanction a scheme or plan that it expects to have no substantial effect.

Where the company's centre of main interests and assets are abroad, the court asks whether its order will be recognised in the relevant countries. In Van Gansewinkel, Snowden J said that the court does not need certainty about foreign law, but does need credible evidence that it will not be acting in vain.

For a Turkish company, the question is how a Turkish court would treat the sanction order.

Recognition in Türkiye is governed by MÖHUK. Under Article 58, a foreign judgment can be treated as res judicata or conclusive evidence only after a Turkish court finds that it meets the enforcement conditions in Article 54. Reciprocity is the one condition that does not apply. Article 58 applies the same rule to non-contentious decisions.

That distinction is useful. A debtor relying on an English sanction order as a defence to a dissenting creditor's claim in Türkiye needs recognition, not enforcement. Reciprocity, which has been argued both ways in Turkish proceedings on English judgments, is not a condition of recognition. Enforcement of English money judgments raises separate issues, discussed in our guide to enforcing foreign judgments in Türkiye.

The remaining conditions are where the risk lies.

Article 54(b) excludes decisions on matters within the exclusive jurisdiction of Turkish courts. A dissenting creditor may argue that a compromise affecting a Turkish company's debts belongs to the Turkish insolvency forum.

Article 54(c) excludes decisions clearly contrary to Turkish public policy. In a decision of 10 December 2025, the 6th Civil Chamber of the Court of Cassation upheld the refusal to recognise a German insolvency decision discharging an individual's debts. The lower courts had found that it would infringe creditors' property rights and their right of access to court. The facts differ from a corporate plan, but the decision shows that Turkish courts examine the substance of foreign insolvency-related outcomes.

Article 54(ç) allows a creditor to object if it was not properly summoned or represented. Notice of the English process, the explanatory statement and the right to attend and vote should therefore be documented with Turkish recognition in mind.

There is no reported Turkish decision on the recognition of an English scheme or plan that we are aware of. The evidence filed in England should acknowledge that, and should show why the plan's process and terms meet each condition of Article 54.

9. The Turkish tools each leave a gap for English-law debt

Each Turkish restructuring route binds a different group of creditors.

A concordat proposal is accepted under Article 302 of the İİK if it is signed by a majority exceeding either half of the registered creditors and half of the registered claims, or a quarter of the registered creditors and two-thirds of the registered claims. Only creditors affected by the proposal vote, and secured creditors count only for the unsecured part of their claims. Under Article 308/h, the debtor may restructure secured claims separately. If secured creditors holding more than two-thirds of the secured claims agree, a dissenting secured creditor is bound to the longest maturity agreed with the others. The concordat binds all affected creditors in Türkiye, but in England it meets the rule in Gibbs.

Restructuring by agreement under Articles 309/m to 309/ü is a less familiar route. A capital company or cooperative may apply to the commercial court with a pre-negotiated restructuring project. In each class, the project must be accepted by more than half in number of the affected creditors voting, holding at least two-thirds of the claims voted. There is no cross-class cram-down, and each dissenting creditor must receive at least what it would receive in a bankruptcy liquidation (Article 309/p). Under Article 309/r, contractual terms that treat the application as a default or a ground for termination do not apply. Banks and insurers cannot use this route as debtors. Like a concordat, it binds in Türkiye but not, under the rule in Gibbs, in England.

The bank framework agreements rest on temporary Article 32 of the Banking Law No. 5411. Banks and other financial institutions may restructure a borrower's loans under framework agreements prepared by the Banks Association of Türkiye. Under the implementing regulation, where a restructuring contract is signed by signatory institutions holding two-thirds of the signatories' receivables, all signatory institutions must restructure. Foreign banks and financial institutions that lent directly to the borrower may join at their request. Presidential Decision No. 10765 extended the application of the Article for two years from 28 December 2025.

The framework route is contractual. It binds the institutions that have signed. Other creditors, such as bondholders, can take part only by joining as parties on the terms set by the framework agreements, and a creditor that does not join is not bound.

The Turkish routes do have advantages that an English process alone cannot offer. Transactions under a confirmed restructuring project, and under the framework agreements, benefit from exemptions from stamp duty, fees and the banking and insurance transactions tax. Amounts waived are treated as worthless receivables for the creditor and as waived debt for the debtor under the Tax Procedure Law. Those benefits are one reason to run a Turkish process alongside an English one rather than instead of it.

The common gap, in each case, is the English-law creditor that stays outside.

10. Bondholders need a mechanism of their own

Eurobond terms generally allow most provisions to be changed by a resolution of holders meeting a specified majority, or by written resolution. Changes to payment terms typically require a higher threshold than other amendments.

When that threshold is met, the amendment binds every holder of the series under English law. No court order is needed, and the rule in Gibbs does not arise because the change is made under the governing law of the bonds.

The difficulties are practical. Bonds are held through clearing systems, and the beneficial holders may be hard to identify and slow to respond. The trustee may act only on instructions, and the terms often restrict holders from suing individually. A small group of holders can block the higher threshold for payment terms. And a consent solicitation offered only to some holders, or tied to an exchange offer, has to be structured carefully to avoid challenge.

Where a consent solicitation cannot reach the required majority, an English scheme or restructuring plan can bind the bondholders as a class. The class may include the holders of several series if their rights are sufficiently similar.

For a Turkish issuer, the bond restructuring will normally run alongside the bank restructuring in Türkiye. The economic terms offered to bondholders and to banks will be compared, and the English court will look at that comparison if the plan reaches a sanction hearing.

11. Guarantees and security often decide the outcome

A creditor's recovery frequently depends less on the borrower than on the guarantors and the collateral.

In a concordat, Article 303 of the İİK allows a creditor that does not consent to keep all of its rights against co-obligors and guarantors. A creditor that votes in favour keeps them only if it offers to assign its rights to the co-obligors against payment and notifies them of the creditors' meeting at least ten days in advance. A lender should check that step before it votes.

English schemes and plans can, where this is necessary to make the compromise effective, release claims against group guarantors. The release then needs to be effective where the guarantor's assets are, which brings the recognition questions in section 8 back into play.

Security over Turkish assets follows Turkish law. Pledges and mortgages over assets in Türkiye are governed by Turkish law and registered in Turkish registries. An English plan can require creditors to release them and can authorise a representative to sign the releases. The release itself, however, is completed under Turkish law, through the land registry or the relevant pledge registry.

In a concordat, secured creditors keep the value of their collateral. During the definitive respite, enforcement against it may be started or continued, but the asset cannot be sold unless the court permits a sale in the circumstances set out in Article 295.

Where the group's recovery depends on guarantees or demand instruments, those instruments should be reviewed under their own governing law before the restructuring terms are fixed.

12. Turkish boards have their own deadline

While the negotiation with English-law creditors continues, the Turkish board remains subject to Article 376 of the Turkish Commercial Code (TTK).

If the last annual balance sheet shows that half of the share capital and statutory reserves has been lost, the board must convene the general assembly immediately and propose remedial measures. If two-thirds have been lost, the general assembly must decide to continue with one-third of the capital or to replenish it, failing which the company is dissolved by operation of law.

Signs of over-indebtedness trigger a stricter duty. The board must draw up an interim balance sheet on both a going-concern and a liquidation basis. If assets do not cover creditors' claims, it must notify the commercial court and request bankruptcy, unless creditors subordinate claims sufficient to remove the deficit and court-appointed experts verify the subordination. Under Article 377, a concordat may be requested at the same time.

For companies with foreign-currency debt, the Ministry of Trade's implementing communiqué contains a temporary relief. Foreign-exchange losses arising from foreign-currency liabilities that have not yet been performed may be disregarded when calculating the position under Article 376. A communiqué published in the Official Gazette of 10 October 2026 extended that relief to calculations made until 1 January 2028.

The relief affects the calculation. It does not suspend the board's duties.

Where the English-law debt sits in an English finance subsidiary, its directors have their own position under English law. In BTI 2014 LLC v Sequana (2022), the Supreme Court held that directors must give appropriate weight to creditors' interests in certain circumstances. These include where the company is insolvent or bordering on insolvency, and where an insolvent liquidation or administration is probable. Our article on directors' duties and board crisis strategy looks at how those obligations play out in practice.

13. A restructuring that holds in both countries is planned in sequence

Restructurings that work across Türkiye and England tend to follow the same order.

They begin with a map of the debt. Every instrument is listed by governing law, forum clause, creditor group, guarantors, security and the location of the assets that support it. Without that map, it is impossible to say which creditors a Turkish process will bind and which it will not.

The next step is stability. The company agrees a standstill with its main lenders and, where possible, a lock-up agreement under which supporting creditors commit to vote for the agreed terms.

The tools are then chosen together. One Turkish route is selected for the Turkish-law and domestic creditors and, where needed, one English route for the English-law debt. The terms offered under each should be consistent, because the English court will compare them and dissenting creditors will look for any difference.

The timetables have to be aligned. An English plan can be made conditional on the Turkish court's confirmation, or take effect from it, as in Cimolai. Turkish deadlines for claim registration, voting and appeals do not wait for the English court.

The evidence is built early. The English court will need Turkish law evidence on recognition and on the relevant alternative, and the Turkish court may need to understand the English process. Where recognition is needed, that may mean an application under the CBIR in England and a recognition action under MÖHUK Article 58 in Türkiye.

Implementation then takes place in Türkiye. A debt-for-equity swap requires Turkish corporate steps such as a capital increase. If lenders acquire control, the transaction may also need clearance under Turkish merger control rules.

The common failure is to start the Turkish process first and deal with the English-law debt later. By then, the English-law creditors know that the Turkish outcome does not bind them in England, and their price for agreeing has risen.

Coordination between the two legal teams is part of the restructuring itself, as our article on cross-border legal coordination explains.

14. For creditors, participation in Türkiye has consequences in England

A creditor of a Turkish borrower has to decide early whether it will take part in the Turkish process.

Taking part may be necessary. Claims not registered in a concordat can lose practical value, and the voting decision affects rights against guarantors under Article 303.

But taking part can also amount to submission. In Rubin v Eurofinance (2012), a Lloyd's syndicate had submitted proofs of debt in an Australian liquidation and taken part in creditors' meetings. The Supreme Court held that it had thereby submitted to the jurisdiction of the Australian court supervising the liquidation. It could not take the benefit of the proceeding without the burden of the orders made in it.

A creditor that registers its claim and votes in a Turkish concordat should assume that an English court may treat it in the same way. If so, it may lose the protection of the rule in Gibbs.

The right decision depends on where the creditor can realistically recover. Where recovery depends on assets in Türkiye, participation in the Turkish process is usually unavoidable, and the English-law claim offers little leverage. Where value sits outside Türkiye, staying outside the Turkish process may preserve a stronger position, at the cost of having no voice in Türkiye. Where the debtor is likely to propose an English plan, the creditor's influence lies in class composition, in the evidence on the relevant alternative and, if necessary, in opposition at the sanction hearing.

Conclusion

For a Turkish company with English-law debt, there are two restructuring questions, not one. A Turkish court decides what the company owes in Türkiye. An English court decides what it owes under English law.

The rule in Gibbs means that a Turkish concordat, a restructuring by agreement or a bank framework agreement does not, by itself, answer the second question. Recognition of the Turkish process in England can buy time, but it does not discharge the debt.

Where the English-law creditors can reach value outside Türkiye, the restructuring therefore needs an English-law mechanism: a contractual amendment, a scheme or a restructuring plan. That mechanism in turn depends on evidence that a Turkish court will recognise the English order, a question no Turkish court has yet answered in a reported decision.

For creditors, the same rules shape strategy. Participation in Türkiye can cost the protection of English law, and holding out is worth something only where there are assets to reach. In both cases, the decisions that matter are made early.

How Terziolu & Partners Can Assist

Terziolu & Partners advises Turkish companies, their boards and their creditors on restructurings involving English-law loans, bonds and guarantees, through our corporate and commercial and dispute resolution practices.

On the Turkish side, our work covers concordat and restructuring-by-agreement proceedings, the bank framework agreement route and the board's obligations under Article 376 of the Turkish Commercial Code. It also covers Turkish security and its release, and the corporate steps needed to implement a debt-for-equity swap. We also advise on the recognition of foreign judgments and orders in Türkiye, including the Turkish law issues that arise when an English scheme or restructuring plan is proposed for a Turkish company.

Where English law, English proceedings or a recognition application in England is involved, the strategy is coordinated between Istanbul and London through our cross-border legal coordination work, with appropriately qualified counsel in each jurisdiction. Contact us to discuss a restructuring or a creditor position.

Selected Legislation, Authorities and Materials

Türkiye

Enforcement and Bankruptcy Law No. 2004 (İİK): Article 294 (effects of the respite), Article 295 (secured creditors during the definitive respite), Article 296 (continuation of contracts), Article 302 (acceptance majorities), Article 303 (rights against co-obligors), Article 308/c (binding effect of the concordat), Article 308/h (restructuring of secured claims) and Articles 309/m to 309/ü (restructuring of capital companies and cooperatives by agreement, including the tax and fee exemptions in Article 309/u, as amended by Law No. 7499 of 2 March 2024).

Law No. 5718 on International Private and Procedural Law (MÖHUK): Article 21 (rights in rem), Article 24 (law applicable to contractual obligations), Articles 50 to 57 (enforcement of foreign judgments) and Article 58 (recognition, including non-contentious decisions).

Turkish Commercial Code No. 6102 (TTK): Article 376 (loss of capital and over-indebtedness) and Article 377 (concordat request).

Communiqué on the Procedures and Principles for the Application of Article 376 of the TTK, Official Gazette No. 30536, 15 September 2018: temporary Article 1 (foreign-exchange losses on foreign-currency liabilities not yet performed). The amending communiqué published in Official Gazette No. 33396 on 10 October 2026 extended the relief to calculations made until 1 January 2028.

Banking Law No. 5411: temporary Article 32 (financial restructuring under framework agreements, including tax and fee exemptions).

Presidential Decision No. 10765, Official Gazette, 25 December 2025: extension of temporary Article 32 of the Banking Law for two years from 28 December 2025.

Regulation on the Restructuring of Debts to the Financial Sector, Official Gazette No. 30510, 15 August 2018, as amended by the regulation of 21 November 2018 (Article 5(3), two-thirds majority binding all signatory institutions) and the regulation of 12 September 2019 (Article 5(4), participation of foreign lenders).

Court of Cassation, 6th Civil Chamber, 10 December 2025, E. 2025/3678, K. 2025/4288: refusal to recognise a German insolvency decision discharging an individual's debts, as clearly contrary to Turkish public policy, upheld.

Central Bank of the Republic of Türkiye, External Debt Statistics, 2026 Q2: gross external debt stock by sector and instrument.

United Kingdom

Companies Act 2006, Part 26: schemes of arrangement, including section 899 (majorities and sanction).

Companies Act 2006, Part 26A: restructuring plans, including section 901A (threshold conditions), section 901C (meetings and creditors without a genuine economic interest), section 901F (sanction) and section 901G (cross-class cram-down).

Corporate Insolvency and Governance Act 2020: introduction of Part 26A.

Insolvency Act 1986: section 221 (winding up of unregistered companies, including foreign companies) and section 233B with Schedule 4ZZA (protection of supplies and its exclusions).

Cross-Border Insolvency Regulations 2006, SI 2006/1030: UNCITRAL Model Law on Cross-Border Insolvency as applied in Great Britain, including Article 2 (definitions), Article 20 (effects of recognition of a foreign main proceeding) and Article 21 (relief).

Insolvency Service, Implementation of two UNCITRAL Model Laws on Insolvency: consultation of July 2022 and government response of 10 July 2023.

Antony Gibbs & Sons v La Société Industrielle et Commerciale des Métaux (1890) 25 QBD 399 (CA): discharge of a contract governed by English law.

Bakhshiyeva v Sberbank of Russia [2018] EWCA Civ 2802: the rule in Gibbs, the submission exception and the limits of CBIR relief.

Rubin v Eurofinance SA; New Cap Reinsurance Corp v Grant [2012] UKSC 46: enforcement of foreign insolvency judgments at common law and submission by proving in a foreign liquidation.

Fibria Celulose S/A v Pan Ocean Co Ltd [2014] EWHC 2124 (Ch): CBIR relief and termination rights under an English-law contract.

Re Cimolai SpA [2023] EWHC 2193 (Ch): restructuring plans in parallel with an Italian concordato preventivo.

Re Van Gansewinkel Groep BV [2015] EWHC 2151 (Ch): sufficient connection through English-law debt and evidence of foreign recognition.

Strategic Value Capital Solutions Master Fund LP v AGPS Bondco plc (Re Adler) [2024] EWCA Civ 24: fairness and the pari passu principle in cross-class cram-down.

Kington SARL v Thames Water Utilities Holdings Ltd [2025] EWCA Civ 475: out-of-the-money creditors and the benefits of the restructuring.

Saipem SpA v Petrofac Ltd [2025] EWCA Civ 821: the no-worse-off test and the fair allocation of the benefits of a restructuring.

BTI 2014 LLC v Sequana SA [2022] UKSC 25: directors' duty to consider creditors' interests.