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Commercial Law

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VETO RIGHT ON THE CORPORATIONS 07 September 2021
VETO RIGHT ON THE CORPORATIONS WHAT IS THE VETO RIGHT? Veto right provides the power to restrain a decision to its holder. This right might belong to the one who has the authority to decide on a relevant issue or might belong to more than one person or everyone who has an influence on making the decision. The owner of the right may prevent the given decision by using its veto right, even if all the conditions for making a decision are met.
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HOW ARE THE TAX APPLICATIONS ON SHARE TRANSFERS IN JOINT STOCK AND LIMITED COMPANIES? 18 May 2021
WHAT ARE THE ISSUES TO CONSIDER ABOUT INCOME TAX ON SHARE TRANSFERS IN JOINT STOCK AND LIMITED COMPANIES? As it is known, many financial regulations have recently been introduced in order to encourage foreign capital to invest in the developing Turkish economy and thereby contribute to the country's economy. In this context, it is a known fact that domestic companies and investors operating in our country are seeking foreign capital to contribute to their economic activities. However, some difficulties are faced in the transfer of some shares of Turkish companies, which is one of the primary ways of incorporating foreign capital into the country's economy, to foreign persons or companies.
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UNFAIR COMPETITION UNDER THE TURKISH COMMERCIAL LAW 11 December 2020
Unfair Competition Concept The concept of unfair competition can be defined as all actions and acts that disrupt the economic order in violation of the rule of honesty and that cause results against the actors of the economic order. Unfair competition under Turkish law is regulated under the provisions of both the Turkish Code of Obligations ("TCO") and the Turkish Commercial Code ("TCC"). However, the provision of the TCO which includes the regulation on unfair competition foresees that the provisions of the TCC regarding unfair competition in commercial affairs will be applied.
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AMENDMENTS TO THE REGULATION ON GENERAL ASSEMBLY MEETINGS OF JOINT STOCK COMPANIES 10 December 2020
The Regulation regarding “Amendments to the Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Ministry of Customs and Trade Representatives Attending These Meetings” prepared by the Ministry of Trade was published in the Official Gazette dated October 9, 2020 and No 31269. First of all, the title of the Regulation has been changed to "Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Ministry Representatives Attending These Meetings". On the other hand, some changes have been made in different articles of the Regulation, which we consider important.
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NON-LIABILITY CLAUSES IN COMMERCIAL SALES 29 September 2020
COMMERCIAL SALES CONTRACT A sales contract is a contract in which one party owes the ownership of the contractual property to the other party and the other party owes some money in return. As a result of the commercial activities developing in modern life, the content, form, and parties of the sales contract have developed in parallel with the needs of commercial life. The fact that merchants have to deal with their transactions quickly, simply and quickly, as a requirement of commercial life, has created a kind of sales contract that can be described as "commercial sales contracts". For this reason, in addition to sales contracts that are under the Turkish Code of Obligations ("TCO"), several regulations are included within the scope of the Turkish Commercial Code ("TCC").
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INNOVATIONS INTRODUCED IN THE COMPETITION LAW 25 August 2020
Under the Law Amending the Law on the Protection of Competition published in the Official Gazette dated 24 June 2020 and numbered 31165, a number of structural changes were made in the Law on the Protection of Competition numbered 4054 (“Law”). The main innovations brought within the scope of these changes are briefly as follows:
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THE CONCEPT OF THE FORCE MAJEURE UNDER THE UNITED NATIONS CONVENETION ON CONTRACTS FOR INTERNATIONAL SALE OF GOODS (“CISG”) 14 August 2020
Scope of Application of the CISG Before evaluating the concept of "Force Majeure" according to the CISG provisions, it is necessary to determine in which cases the CISG will be applied. CISG; It is an international agreement which was accepted by the United Nations General Assembly on 11.04.1980 and entered into force on 01.01.1988. Today, this Convention has been signed by 76 states. It is also came into force on the date 01.08.2011 in Turkey.
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IS IT POSSIBLE FOR THE COMPANY LOCATED IN TURKEY CREDIT EXTENSION TO COMPANY IN ABROAD? 18 June 2020
IS IT POSSIBLE FOR A COMPANY TO LEND TO ANOTHER COMPANY? When evaluating this matter, it will first be necessary to determine whether it is possible for a company to extend credit to another company. In this context, when the regulations in the legislation are analyzed, it is seen that there is no clear regulation regarding the lending of a company to another company.
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HOW ARE THE SEIZED SHARES OF THE CAPITAL COMPANIES TRANSFERRED? 28 May 2020
IS IT POSSİBLE TO SEIZE THE SHARES OF CAPITAL COMPANIES? The seizure of the shares of the capital companies are regulated under the Article 133/2 of the Turkish Commercial Code. According to this provision, creditors can demand the seizure of the shares belonging to the debtors.
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SCOPE AND THE EFFECT OF THE SHARE VOLUME IN THE JOINT STOCK COMPANIES 21 May 2020
In the joint stock companies, the shares granting the shareholder some rights related to their assets and management can be subject to share lien due to the shareholder's debts to third parties. Foreclosure results in restriction of the debtor's power of disposition in favor of the creditor on the foreclosed property. However, as a rule, it does not give the creditor the right to benefit from the consequences of the property or right that is seized. Similarly, there will be restrictions in favor of the creditor on certain rights of the shareholder in the lien of the joint stock company. In this context, in cases where the shares in the joint stock companies are foreclosed, it is important which rights are included in the scope of the lien. It will be appropriate to examine the effects of f...
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