Recent Court of Cassation Decision on “Renting” Company Shares

31.01.2023 Helin Akbulut

Introduction

Transfer of shares is arguably the first legal transaction that comes to mind among the legal transactions regarding the shares of a capital company, and the most common transaction in practice. However, the shares of a capital company may also be subject to various transactions, other than share purchase. Most frequently examples of such transactions are establishing limited rights in rem such as usufruct right or pledge on the shares, executing a voting agreement, and the assignment of dividends. All these alternative transactions are also commonly explained by the scholars. On the other hand, there is no general regulation on transactions to which shares of a capital company may not be subject to. In a decision of the 11th Civil Chamber of the Court of Cassation in 2022[1](“Decision”), it was stated that the shares of a limited liability company may not be subject to a rent agreement and it was the agreement subject to the dispute should be interpreted as an agreement regarding the assignment of dividends.

Recent Court of Cassation Decision on “Renting” Company Shares
% 0

The subject of this Newsletter is the analysis of the Decision by focusing on different transactions regarding shares of a capital company. Firstly, the transactions, to which a share may be subject to, will be briefly explained, and then the Decision of the 11th Civil Chamber of the Court of Cassation dated June 2022 will be analyzed.

Transactions Regarding Company Shares and Shareholder Rights

First of all, it is important whether the transactions, the subject matter of which is a company share, grants an absolute right or a contractual right of claim (right of receivable) in terms of the rights grant. This is especially critical in terms of the effects and remedies of such transaction. For instance, while assignment, usufruct and pledge grant the counterparty a right in rem over the share, a voting agreement grants the parties merely contractual rights. Also, as per the Turkish Code of Obligations numbered 6098 (“TCO”), the assignee of a receivable may assert its right to receivable directly against the debtor, while the tenant in a movable rent may, as a rule, only assert its contractual (inter partes) rights against the counterparty.

Below, before going into the Decision and the Court of Cassation’s opinion regarding the “rent agreement” on company shares, the transactions which are accepted regarding a capital company share by the scholars, other than the share transfer are briefly explained.

Usufruct Right

The provisions of the Turkish Commercial Code numbered 6102 (“TCC”) on joint stock companies and limited liability companies stipulate that usufruct rights, which are limited rights in rem, may be established over company shares. In joint stock companies, Article 432(2) of the TCC regulates the voting right of the usufruct right owner, Article 492(2) of the TCC regulates the usufruct right and the transfer limitations, and Article 499 of the TCC regulates the registration of the usufruct right owner in the share ledger. For limited liability companies, the establishment of usufruct rights on shares is regulated under Article 600 of the TCC. All these legal regulations reveal that the share may be subject to usufruct right in capital companies.

The benefits of the usufruct right to the right holder may be listed as being entitled to the dividend which is allocated for distribution,[2] being entitled to the interest for the preparation period,[3] benefiting from the company facilities,[4] being entitled to the liquidation share,[5] being entitled to the redemption price[6] and exercising the voting right pursuant to Article 432(2) of the TCC.

Pledge

A pledge, which is a limited right in rem like usufruct, is mainly regulated under the Turkish Civil Code numbered 4721 (“CC”). The shares of a capital company may be attached to a promissory note, or they may be in the form of naked shares (not attached to a promissory note). In both cases, the provisions of the CC regarding the establishment of the pledge shall apply. Article 955 of the CC, titled “For receivables attached or not attached to a promissory note”, stipulates that a written agreement is required for the establishment of a pledge on the naked share. With respect to the shareholding attached to a promissory note, the doctrine states that a pledge may be established pursuant to either Article 955(1) or 956(2) of the CC. Accordingly, the establishment of a pledge requires either a written pledge agreement and delivery of the promissory note or delivery of the promissory note endorsed with a pledge endorsement to the pledgee.[7]

Articles 955-960 of the CC governs the effects of the pledge. Pursuant to these provisions, as a rule, dividend receivables that are yet to become due fall within the scope of the pledge. However, the right of representation in the general assembly does not pass to the pledgee; it belongs to the shareholder.

Voting Agreement

It is also possible to subject the shares to contractual relations without establishing a right in rem on the shares. One of the main examples of this is voting agreements, which include the shareholders’ undertakings to exercise their voting rights.[8] With a voting agreement, the shareholders may undertake to cast their votes in a certain direction or not to cast their votes at all in the general assembly resolutions that are agreed in advance within the scope of the voting agreement or to be determined in accordance with the agreement.[9]

Shareholders may conclude voting agreements among themselves or may also enter into such an undertaking with third parties.[10] Among the scholars, cases when voting agreements are executed with third parties are exemplified as the voting agreements concluded with the financial institution from which the loan is used or with the parent company,[11] and the agreements concluded between the seller and the prospective buyer regarding the decision to be taken in the general assembly to be held before the sale of the shares.[12]

Assignment of the Dividends

Pursuant to Article 507 of the TCC, right to dividend, which is considered as the primary financial benefit of the shareholders from the company, is granted to each shareholder in proportion to their shares, principally. However, the scholars analyze two different perspectives of this right: (i) dividend right in the narrow sense and (ii) dividend as a receivable.[13] The dividend right in the narrow sense, which is considered among the shareholders’ rights and which cannot be transferred separately pursuant to the unity theory, is regulated under Art. 507 of the TCC and the following provisions. Whereas the dividend as a receivable, which becomes a receivable right for the shareholder upon the distribution decision, is a receivable right subject to the provisions of the TCO.

Pursuant to Article 184 of the TCO, the assignment of the dividend receivable by the shareholder requires a written agreement between parties. Upon notification of the assignment to the company, pursuant to Article 186 of the TCO, the company is obliged pay the relevant dividend payment to the assignee, not to the shareholder. The protections provided under the TCO for the debtor of the assigned receivable also apply to the company. These protections are namely, being released of its obligation upon payment made with good faith before the assignment notification and being able to assert the defenses against the assignee that may be brought against the shareholder.

Decision of the 11th Civil Chamber of the Court of Cassation

In the Decision,[14] the subject of dispute is a contract concluded between a limited liability company partner and a third party, the subject of which is the “arrangement and leasing of the rights and receivables arising from the ongoing partnership relationship” in the limited liability company. It is stated in the text of the Decision that the wording of the agreement regulates the lease of 25% of the shares of the limited liability company partner. In the dispute arising from the request for collection of the rent receivable, the court of first instance dismissed the case by stating that (i) the lease agreement may only be concluded in relation to tangible assets, (ii) it is impossible for the company share to be subject to a lease agreement, and therefore (iii) the agreement is invalid. Also, the regional court of appeal, rejected the appeal on the grounds that the TCC and the TCO do not regulate the rent of company shares and company shares are not assets that can be subject to rent under the TCO.

The Court of Cassation, further determined that “principally, it is not possible to rent the company shares”, however, pursuant to Article 19 of the TCO, the real and common will of the parties should be regarded while in determining the true content of the contract, and in the examination of the contract in the dispute, the real will of the parties was to transfer the dividend right arising from the 25% share of the limited liability company for a consideration. The court ruled that the contract which was interpreted to be on the assignment of the dividend for consideration, was not invalid, and therefore, the decision to dismiss the lawsuit was erroneous. Thus, the 11th Civil Chamber Court of Cassation unanimously reversed the decision and sent the file back to the court of first instance.

The fact that, all three of the court of first instance, the regional court of appeal and the 11th Civil Chamber of the Court of Cassation accepted that the company share may not be the subject of a lease agreement, is thought-provoking. Because, neither the court of first instance nor the Court of Cassation has commented further regarding on the opinion first instance court, being subject matter of a rent agreement may only be tangible assets (movable and immovable property), pursuant to the TCO. The fact that the all three courts, while concluding that it is “not possible” to execute a rent agreement regarding company shares, did not made any discussion regarding the distinction between “ordinary rent agreement” and “product (revenue) rent”, which is the main distinction in the law of obligations on rent agreements. Therefore, rationale of all three courts stands as a radical interpretation.

Conclusion

It is commonly accepted that a share of a capital company may be subject to share transfer, establishing limited rights in rem (i.e. usufruct rights and pledge), executing a voting agreement and assigning dividends. However, neither the TCO nor the TCC regulates the transactions that may or may not be subject to capital company shares, particularly rent agreements. In a recent decision of the 11th Civil Chamber of the Court of Cassation, it is stated that limited liability company shares may not be subject to a rent agreement. The Court of Cassation interpreted the “rent” agreement, which regulates the rent of 25% of the shares of the limited liability company shareholder, in accordance with Article 19 of the TCO, and concluded that the will of the parties was the assignment of the dividend receivable in return for consideration.

References
  • Decision of the 11th Civil Chamber of the Court of Cassation numbered E. 2020/8052, K. 2022/5283 and dated 27.06.2022.
  • Kendigelen, Abuzer: Anonim Ortaklık Payı Üzerinde İntifa Hakkı, İstanbul, Beta, 1994, p. 124.
  • Kendigelen, p. 152.
  • Kendigelen, p. 153.
  • Kendigelen, p. 192.
  • Kendigelen, p. 198.
  • Poroy / Tekinalp / Çamoğlu: Ortaklıklar Hukuku II, İstanbul, Vedat Kitapçılık, 2015, 15th Ed., N. 1190-1190c.
  • Okutan Nilsson, Gül: Anonim Ortaklıklarda Paysahipleri Sözleşmeleri, İstanbul, Çağa Hukuk Vakfı Yayınları, 2004, p. 172.
  • Okutan Nilsson, p. 172.
  • Moroğlu, Erdoğan: Oy Sözleşmeleri, İstanbul, Vedat Kitapçılık, 2015, 5th Ed., pp. 38-39.
  • Okutan Nilsson, p. 173.
  • Moroğlu, p. 39.
  • Çelikboya, Kerem: Anonim Şirketlerde Pay Sahibinin Kar Payı Hakkı, İstanbul, On İki Levha Yayıncılık, 2021, p. 331 et seq.
  • For the text of the Decision, please see. https://www.lexpera.com.tr/ictihat/yargitay/yargitay-11-hukuk-dairesi-esas-no-2020-8052-karar-no-2022-5283-11-hukuk-dairesi-e-2020-8052-k-2022 (Access Date: 13.01.2022).

All rights of this article are reserved. This article may not be used, reproduced, copied, published, distributed, or otherwise disseminated without quotation or Erdem & Erdem Law Firm's written consent. Any content created without citing the resource or Erdem & Erdem Law Firm’s written consent is regularly tracked, and legal action will be taken in case of violation.

Other Contents

Regulation on the Trade of Second-Hand Motor Vehicles and Recent Regulations
Newsletter Articles
Regulation on the Trade of Second-Hand Motor Vehicles and Recent Regulations

The Turkish automobile and light commercial vehicle market left the 2000s behind with steadily rising sales figures and the 2010s with high and stable sales figures as well. In this period, the growth of the market was driven not only by high purchase power but also by easy access to credit and product diversity...

Commercial Law 30.09.2023
Exit and Squeeze Out from Limited Liability Companies
Newsletter Articles
Exit and Squeeze Out from Limited Liability Companies

Turkish Commercial Code No. 6102 ("TCC") provides the right to exit from the company to the shareholders of limited liability companies and the right to squeeze out the shareholder from the company, unlike the structure of joint stock companies, with the exit and squeeze out institutions specially regulated for...


Commercial Law 30.09.2023
Representation in Joint Stock Companies
Newsletter Articles
Representation in Joint Stock Companies

Turkish Commercial Code No. 6102 (“TCC”) preserves the rule that the board of directors shall manage and represent joint stock companies. The TCC regulates how the power of representation shall be exercised, the registration and announcement of the persons authorized to represent, the transfer of the...

Commercial Law 31.08.2023
The Concept of Ordinary Partnership and Its Common Types
Newsletter Articles
The Concept of Ordinary Partnership and Its Common Types

Ordinary partnerships are regulated under Turkish Law between Articles 620 and 645 of the Turkish Code of Obligations No. 6098 (“TCO” or the “Code”). The Law defines an ordinary partnership contract as a contract where two or more persons undertake to combine their labour or property to achieve a common...

Commercial Law 30.04.2023
Representation and Warranty Insurance
Newsletter Articles
Representation and Warranty Insurance

Merger and acquisition processes are one of the legal processes that most seriously affect the identities and legal status of companies. After the completion of legal, tax, financial and operational due diligence reports, the parties initiate the negotiation process in case they reach an agreement on proceeding with the...

Commercial Law 30.04.2023
Franchise Agreements in Luxury Goods Sector
Newsletter Articles
Franchise Agreements in Luxury Goods Sector

A popular business model for expanding market reach and brand recognition worldwide is franchising. Despite being less common than distribution agreements in the form of mono-brand store agreements, franchising is another significant method for extending luxury brands' distribution networks. Luxury brands use...

Commercial Law 31.03.2023
Decision of the General Assembly of Civil Chambers of the Court of Cassation Regarding the Request for the Lifting the Corporate Veil Can Only Be Asserted by Third Parties Who Have Suffered Damages
Newsletter Articles
Decision of the General Assembly of Civil Chambers of the Court of Cassation Regarding the Request for the Lifting the Corporate Veil Can Only Be Asserted by Third Parties Who Have Suffered Damages

In the decision dated 14.06.2022 and numbered 2019/149 E. 2022/894 K., the Court of Cassation General Assembly (“CCGA”) evaluated the theory of piercing the corporate veil in the context of the relationship between the guarantor and the borrowing company in a dispute arising from a loan agreement...

Commercial Law 28.02.2023
European Union Foreign Subsidies Regulation
Newsletter Articles
European Union Foreign Subsidies Regulation

The European Union continues to be an important investment center for foreign investors. According to data from the European Commission's "Second Annual Report on the monitoring of foreign direct investment in the European Union", the European Union received €117 billion worth of foreign direct investment in...

Commercial Law 28.02.2023
E-commerce Regulation Entered into Force
Newsletter Articles
E-commerce Regulation Entered into Force

Law No. 6563 on the Regulation of Electronic Commerce (E-commerce Law or Law) has recently undergone a radical change in order to regulate the behavior of the players in the rapidly growing and developing e-commerce sector. The new regulations that came into force as of January 1, 2023 envisage important...

Commercial Law 31.12.2022
German Supply Chain Due Diligence Act Entered Into Force
Newsletter Articles
German Supply Chain Due Diligence Act Entered Into Force

On 11 June 2021, the German Federal Parliament approved the German Supply Chain Due Diligence Act (Lieferkettensorgfaltsgesetz) (“Act”) which affects not only German entities but also their suppliers in foreign countries (including Turkish entities). The main focus of the Act, which entered into force on...

Commercial Law 31.12.2022
Revised Swiss Company Law
Newsletter Articles
Revised Swiss Company Law

On 21 December 2007, the Federal Council approved the draft revision of the Swiss Code of Obligations, which also includes amendments to company law. On 28 November 2014, the Federal Council referred the draft revision for consultation. Following extensive discussions and a long enactment process, the...

Commercial Law 30.11.2022
Decisions on the Carrier's Liability in the Freight Contracts Rendered in 2020 and 2021
Newsletter Articles
Decisions on the Carrier's Liability in the Freight Contracts Rendered in 2020 and 2021

The Turkish Commercial Code No. 6102 ("TCC") regulates maritime trade contracts under the fourth part of the fifth book of the Code. Among the types of contracts regulated in this section, the most frequently used contract in international maritime transport practice is the freight contract regulated under...

Commercial Law 31.10.2022
Prohibition On Hidden Income Shifting
Newsletter Articles
Prohibition On Hidden Income Shifting

Prohibition on hidden income shifting is one of the most important issues that is broadly regulated under Capital Markets Law No. 6362 (“CML”). In conjunction with CML Article 21, which has a broader context than Article 15 of the abrogated Capital Markets Law No. 2499, another significant step has been taken...

Commercial Law January 2015
The Term Business Partnership And The Legal Status Of Business Partnerships
Newsletter Articles
The Term Business Partnership And The Legal Status Of Business Partnerships

As a result of developing commercial activities and large-scale investments, especially concluded in the fields of construction, energy and mining, companies are seeking to participate in these investments by uniting their powers and expertise to take advantage of financial opportunities together. This tendency...

Commercial Law June 2013
Transfer Of Assets In Company Spin-Offs
Newsletter Articles
Transfer Of Assets In Company Spin-Offs

The Turkish Commercial Code (“TCC” or “Law”) has enabled companies to apply different structural models and to implement new legal formations by including spin-off provisions to its Article 159 et seq. In accordance with the provisions of the law, companies may transfer a certain element, or elements, of their...

Commercial Law January 2016
Model Contract Used in The Construction Sector Series
Newsletter Articles
Model Contract Used in The Construction Sector Series

The International Federation of Consulting Engineers is a professional association established in 1913, known as the FIDIC (Fédération Internationale Des Ingénieurs-Counseils). Its members are duly elected from consultant-engineer associations of various countries, and membership to the association is...

Commercial Law November 2014
Formation Of Contracts Under CISG
Newsletter Articles
Formation Of Contracts Under CISG
Commercial Law November 2015
Recent Disputes Regarding Incoterms in terms of Turkish Customs Law
Newsletter Articles
Recent Disputes Regarding Incoterms in terms of Turkish Customs Law

Incoterms are a set of rules introduced by the International Chamber of Commerce (ICC) to explain the commercial terms that are widely used in international trade. The purpose of Incoterms rules is to facilitate and expedite international trade in a safe and secure manner...

Commercial Law 30.09.2022
One Regulation Applicable To All Turkish Ports
Newsletter Articles
One Regulation Applicable To All Turkish Ports

The regulation applicable to all Turkish ports prepared by the Ministry of Transport, Maritime Affairs and Communications that entered into force after being published in the official gazette on October 31, 2012 (˝the Regulation˝), consolidates all the bylaws, regulations and instructions in a single Regulation...

Commercial Law October 2012
Parties to a Share Transfer Agreement and Privity of Contract
Newsletter Articles
Parties to a Share Transfer Agreement and Privity of Contract

As a rule, rights and obligations arising from an agreement have legal consequences only between the creditor and the debtor which are parties to the agreement. This principle is referred to as "privity of contract." In general, contracts for the benefit of third parties, where the fulfillment of an...

Commercial Law 31.07.2022
What Changes Does the Amended E-commerce Law Bring?
Newsletter Articles
What Changes Does the Amended E-commerce Law Bring?

The rules of e-commerce, which grow and develop with the digitalizing world, are changing. E-commerce has become the driving force of the digital economy. However, considering the growth rate of e-commerce and the transformation it has undergone in a short time, it is obvious that some...

Commercial Law 31.07.2022
Lawsuit for Dissolution of Companies for Just Cause
Newsletter Articles
Lawsuit for Dissolution of Companies for Just Cause

The dissolution of a company is a specific type of dissolution, which results in the cancellation of the legal personality which was gained by registration at incorporation. The specific proceeding which leads to the dissolution, and thus, the termination of a company upon the constitutive decision...

Commercial Law 30.06.2022
Parting Ways in Family Businesses
Newsletter Articles
Parting Ways in Family Businesses

Companies in which shares or authority to manage is held by members of a family are considered to be “family businesses”. Family members can hold shares that control the company, as well as retain management authority. Having a family business means opportunity, security and income for...

Commercial Law 30.06.2022
Carriage of Goods by Road under the Turkish Commercial Code
Newsletter Articles
Carriage of Goods by Road under the Turkish Commercial Code

Turkey ratified the Convention on the Contract for International Carriage of Goods by Road (“CMR”) in accordance with Act No. 3939 dated 7 December 1993, and the CMR entered into force in Turkey on 31 October 1995. In accordance with Article 1 / 1 of the CMR, the carriage of goods by road...

Commercial Law August 2017
Ordinary Partnerships
Newsletter Articles
Ordinary Partnerships

Ordinary partnerships are governed by Article 620 et seq. of the Turkish Code of Obligations No. 6098 (“TCO”). An ordinary partnership agreement is defined as an agreement whereby two or more persons undertake to join efforts and/or goods to reach a common goal...

Commercial Law April 2014
Nationality Of Legal Entities
Newsletter Articles
Nationality Of Legal Entities
Commercial Law October 2012
Board Members’ Financial Rights in the Context of Disguised Profit Transfers
Newsletter Articles
Board Members’ Financial Rights in the Context of Disguised Profit Transfers

The concept of disguised profit transfer in joint stock companies, in its broadest meaning, covers the transfer of company assets to related parties and may occur in different ways. This concept is regulated in detail under capital markets legislation...

Commercial Law February 2022
Share Subscription Agreements
Newsletter Articles
Share Subscription Agreements

Share subscription agreements, which are commonly encountered in start-up investments, set out the terms and conditions of an investor’s participation in a company as a shareholder by subscribing the new shares issued in a capital increase...

Commercial Law December 2021
Electronic Signature Under Turkish And German Laws
Newsletter Articles
Electronic Signature Under Turkish And German Laws

The electronic signature, which has the same legal consequences as wet signatures if it meets certain conditions, has taken its place in many legal systems and has enhanced commercial life. Although there are various types and applications in different legal systems...

Commercial Law December 2021
Receivable Rights in the Context of Capital Contribution
Newsletter Articles
General Assembly Summons Lawsuits
Newsletter Articles
General Assembly Summons Lawsuits
Commercial Law August 2021
Articles of Association in Family Businesses
Newsletter Articles
Institutionalization in Family Businesses and Family Constitution
Newsletter Articles
The Carrier’s Right of Retention on Goods
Newsletter Articles
Shareholders’ Agreements in Family Businesses
Newsletter Articles
Actual Carrier in Carriage of Goods by Sea
Newsletter Articles
Actual Carrier in Carriage of Goods by Sea
Commercial Law February 2021
Null and Void Resolutions of Boards of Directors in Joint Stock Companies
Newsletter Articles
Issues Regarding Use of Right to Vote in Joint Stock Companies
Newsletter Articles
Freight Forwarder Contract under Turkish Law
Newsletter Articles
Freight Forwarder Contract under Turkish Law
Commercial Law September 2020
Veto Rights in Joint Stock Companies
Newsletter Articles
Veto Rights in Joint Stock Companies
Commercial Law August 2020
Freezing of Voting Rights in Joint Stock Companies
Newsletter Articles
Ship Hypothéque under Turkish Law
Newsletter Articles
Ship Hypothéque under Turkish Law
Commercial Law May 2020
Transfer of Pledged Joint Stock Company Shares
Newsletter Articles
An Update from the ICC: The ICC Force Majeure and Hardship Clauses 2020
Newsletter Articles
Legal Liability of Limited Company Managers
Newsletter Articles
Legal Liability of Limited Company Managers
Commercial Law January 2020
Employer’s Remedies under FIDIC Silver Book
Newsletter Articles
Employer’s Remedies under FIDIC Silver Book
Commercial Law October 2019
Postponement of General Assembly Meetings in Joint Stock Companies
Newsletter Articles
Wholesale of a Significant Amount of Company Asset
Newsletter Articles
Restructuring of Debts Owed to the Financial Sector
Newsletter Articles
Revision to International Commercial Terms: Incoterms® 2020
Newsletter Articles
Revision to International Commercial Terms: Incoterms® 2020

INCOTERMS are a set of rules introduced by the International Chamber of Commerce (ICC) to explain the commercial terms that are widely used in international trade. The purpose of the Incoterms rules is to contribute to and facilitate the safe and swift conduct of international trade...

Commercial Law September 2019
Transfer of Employee Rights and Claims in Company Spin-offs
Newsletter Articles
The Relation between Contract of Carriage by Sea and Bill of Lading
Newsletter Articles
Transfer of Seized Shares
Newsletter Articles
Transfer of Seized Shares
Commercial Law July 2019
Privilege to be represented on the Board of Directors
Newsletter Articles
Lack of Mandatory Bodies in Joint Stock Companies
Newsletter Articles
Corporatization of Football Clubs
Newsletter Articles
Corporatization of Football Clubs
Commercial Law April 2019
Secondary Liability of Companies Participating to Spin-off
Newsletter Articles
2016 York Antwerp Rules
Newsletter Articles
2016 York Antwerp Rules
Commercial Law March 2019
Prohibition of Joint Stock Companies’ Subscription for their own Shares
Newsletter Articles
Amendments on Capital Loss and Insolvency
Newsletter Articles
Amendments on Capital Loss and Insolvency
Commercial Law September 2018
Foreign Currency Payment Ban
Newsletter Articles
Foreign Currency Payment Ban
Commercial Law September 2018
Premium Capital Increase in Joint Stock Companies
Newsletter Articles
Installment Sales Agreements
Newsletter Articles
Installment Sales Agreements
Commercial Law July 2018
Usufruct Right on Joint Stock Company’s Registered Shares
Newsletter Articles
Share Pledges in Limited Liability Companies
Newsletter Articles
Arrest of Ships under Turkish Law
Newsletter Articles
Arrest of Ships under Turkish Law
Commercial Law May 2018
Share Pledges in Joint Stock Companies
Newsletter Articles
Share Pledges in Joint Stock Companies
Commercial Law May 2018
Trust Liability in terms of Groups of Companies
Newsletter Articles
Updated FIDIC Contracts
Newsletter Articles
Updated FIDIC Contracts
Commercial Law April 2018
The Consequences of Late Payment in the Procurement of Goods and Services
Newsletter Articles
The Regulation on Application of Industry Cooperation Projects
Newsletter Articles
Liability of the Sea Carrier for the Carriage of Goods under Turkish Law
Newsletter Articles
Features of Joint Venture Contract
Newsletter Articles
Features of Joint Venture Contract
Commercial Law October 2017
Capital Increase through Internal Resources in Joint Stock Companies
Newsletter Articles
Stock Option Plans in Turkey
Newsletter Articles
Stock Option Plans in Turkey
Commercial Law June 2017
Voting Agreements under Turkish Law
Newsletter Articles
Voting Agreements under Turkish Law
Commercial Law May 2017
Importance of ICC Model Contracts as Part of Soft Law
Newsletter Articles
Pre-emptive Right in Joint Stock Companies
Newsletter Articles
Pre-emptive Right in Joint Stock Companies
Commercial Law April 2017
Holding Company Structure under Turkish Law
Newsletter Articles
Holding Company Structure under Turkish Law
Commercial Law January 2017
European Commission Preliminary Report on the E-commerce Sector Inquiry
Newsletter Articles
Important Principles regarding Dividends in Joint Stock Companies
Newsletter Articles
Healthcare PPP Projects: Funders’ Direct Agreements
Newsletter Articles
Latest Amendments to the Turkish Commercial Code and the Law on Cheques
Newsletter Articles
Indemnity Clauses Under Share Purchase Agreements
Newsletter Articles
Loss Of Capital in Joint Stock Companies
Newsletter Articles
Loss Of Capital in Joint Stock Companies
Commercial Law September 2015
Ceasing Commercial Activities versus Liquidation of Legal Entities
Newsletter Articles
Termination Agreements For Agency And Distribution Contracts
Newsletter Articles
Draft Bill On Swiss Corporate Law Reform
Newsletter Articles
Leveraged Buyouts Within The Context Of Financial Assistance Ban
Newsletter Articles
Joint Stock Companies’ Capacity Of Becoming A Surety
Newsletter Articles
Provisions Introduced By The Law On The Regulation Of Electronic Commerce
Newsletter Articles
Non-Compete Obligation Of The Commercial Agent
Newsletter Articles
Non-Compete Obligation Of The Commercial Agent
Commercial Law December 2014
Right To Request Special Audit
Newsletter Articles
Right To Request Special Audit
Commercial Law October 2014
Special Committee Of Preference Shareholders
Newsletter Articles
Special Committee Of Preference Shareholders
Commercial Law October 2014
Amendments To The Turkish Commercial Code By Omnibus Law No. 6552
Newsletter Articles
Termination Of A Limited Liability Company By Just Cause
Newsletter Articles
Capital Increase Through Capital Subscription
Newsletter Articles
Capital Reduction Within The Scope Of The Turkish Commercial Code
Newsletter Articles
Delegation Of Duties Of The Board Of Directors
Newsletter Articles
Duties, Obligations And Liabilities Of Liquidators
Newsletter Articles
Conditional Capital Increase
Newsletter Articles
Conditional Capital Increase
Commercial Law March 2014
Termination Of A Joint Stock Company By Just Cause
Newsletter Articles
General Communiqué On Electronic Books
Newsletter Articles
General Communiqué On Electronic Books
Commercial Law December 2013
Domination Agreements
Newsletter Articles
Domination Agreements
Commercial Law January 2014
The Contribution Of Receivables As Capital in Commercial Companies
Newsletter Articles
Representation in Joint Stock Companies
Newsletter Articles
Representation in Joint Stock Companies
Commercial Law December 2013
Squeeze-Out in Group Companies
Newsletter Articles
Squeeze-Out in Group Companies
Commercial Law November 2013
Shareholder Agreements
Newsletter Articles
Shareholder Agreements
Commercial Law November 2013
The Regulation On Private Health Insurance
Newsletter Articles
The Regulation On Private Health Insurance
Commercial Law October 2013
Ship Mortgages Under The Commercial Enterprise Pledge
Newsletter Articles
New Lawsuits Regarding Mergers, Spin-Offs And Conversions
Newsletter Articles
Freedom of Settlement of Foreign Companies
Newsletter Articles
Freedom of Settlement of Foreign Companies
Commercial Law September 2013
Branches And Liaison Offices
Newsletter Articles
Branches And Liaison Offices
Commercial Law August 2013
Preliminary Companies Pursuant to Provisions of the TTC
Newsletter Articles
Exit Right And Squeeze Out From Limited Liability Companies
Newsletter Articles
Independent Audit of Joint Stock Companies According to The TCC No. 6102
Newsletter Articles
Establishment Of A Limited Liability Company Under Law No. 6102
Newsletter Articles
Conversion of the Commercial Enterprise
Newsletter Articles
Conversion of the Commercial Enterprise
Commercial Law April 2013
Squeeze-Out, Sell-Out And Exit Rights in Joint Stock Companies
Newsletter Articles
Trade Registry Regulation
Newsletter Articles
Trade Registry Regulation
Commercial Law January 2013
Law Numbered 6361 On Financial Leasing, Factoring And Financing Companies
Newsletter Articles
Financial Leasing Agreements
Newsletter Articles
Financial Leasing Agreements
Commercial Law December 2012
Jouissance Shares For The Founders in The Turkish Commercial Code
Newsletter Articles
Agency Contracts Under Turkish Law And Newly Regulated Matters
Newsletter Articles
Advance Dividend
Newsletter Articles
Advance Dividend
Commercial Law September 2012
Cumulative Voting in Non-Public Joint Stock Companies
Newsletter Articles
Amendments Made in the New TCC with the Law No. 6335
Newsletter Articles
Dissolution And Liquidation Of Joint Stock Companies
Newsletter Articles
Limited Corporations Under Turkish Commercial Code Numbered 6102
Newsletter Articles
The Prohibition Against Financial Assistance under the New TCC
Newsletter Articles
Share Buyback of Companies Pursuant to the New TCC
Newsletter Articles
Innovations in The New Turkish Commercial Code Concerning Voting Rights
Newsletter Articles
Services Provided by Coastal Facilities and Applicable Tariffs
Newsletter Articles

For creative legal solutions, please contact us.