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EXIT/EXPULSION FROM PARTNERSHIP AS A RESULT OF MERGER/ACQUISITION IN LIMITED LIABILITY COMPANIES 21 May 2024
In the Turkish Commercial Code No. 6102 (''TCC''), the provisions regulating mergers are set forth in Article 136 and following articles. It is essential to protect the rights of the shareholders of the company in mergers, and it is of great importance how the shareholder may exercise his/her right to exit and what legal remedies he/she may apply when a decision of expulsion is made against him/her. This article analyses the issues of exit and expulsion of limited liability companies in the event of a merger within the framework of the provisions of the TCC.
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TERMINATION OF LIMITED LIABILITY COMPANIES 15 May 2024
Limited liability companies may terminate depending on the occurrence of general and specific causes regulated in the Turkish Commercial Code No. 6102 (“TCC”). Although the former Turkish Commercial Code No. 6762 (“former TCC”) used the expression ‘cessation of limited liability companies' in Article 549, TCC Article 636 included the term ‘termination.
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RIGHTS TO CLAIM FINANCIAL SETTLEMENT IN LIMITED LIABILITY COMPANIES 10 May 2024
Limited liability companies are among the preferred business structures in Türkiye, representing capital investment-based collaborations. In this type of company, the partners' liabilities are limited to their invested capital, protecting them from potential financial risks. However, partners may wish to leave the company from time to time for various reasons. At this point, the concept of 'financial settlement,' regulated by the Turkish Commercial Code (“TCC”), comes into play. Financial settlement is calculated based on the actual value of the invested capital and represents the compensation a departing partner receives while severing financial ties with the company. This article will discuss what financial settlement is, how it is calculated, and the rights of partners during this proce...
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EXIT FROM PARTNERSHIP VIA SHARE TRANSFER IN LIMITED LIABILITY COMPANIES 3 May 2024
In limited liability companies, partners may exit the partnership by transferring their company shares. This article explains under what conditions shareholders can transfer their shares in limited liability companies, considering the relevant provisions of the Turkish Commercial Code.
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PARTNERS' PARTICIPATION RIGHTS IN A LIMITED LIABILITY COMPANY 26 April 2024
Participation rights allow partners to have a say in the management of the company or in company affairs.
In limited partnerships, some rights of the partners are inalienable and cannot be waived or eliminated; some rights are vested rights, the amendment of which requires unanimity. The right to participate in the general assembly, the right to vote, the right to dissolve the partnership and withdraw from the partnership for just cause, the right to sue for the annulment or cancellation of general assembly resolutions, and the right to request information and inspect are some of the most commonly exercised inalienable rights.
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OBLIGATION OF LOYALTY FOR SHAREHOLDERS IN LIMITED LIABILITY COMPANY 19 April 2024
A limited liability company is a capital company established by shareholders uniting towards a specific purpose. Therefore, it is imperative to always prioritize the common goal and protect the company's interests over the personal interests of the shareholders.
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REMOVAL OF PARTNERS FROM A LIMITED LIABILITY COMPANY 18 April 2024
In the Turkish Commercial Code numbered 6102 ("TCC"), the provision for a partner's separation from the company against their will is defined under the term "removal." According to Article 640 of the TCC, titled 'Removal', in limited liability companies, the removal of a partner is fundamentally possible based on causes foreseen in the articles of association or in the presence of a just cause. Additionally, various articles related to removal from partnership are regulated in other provisions of the TCC.
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MODIFICATION OF LIBOR CONTRACTS 4 April 2024
LIBOR has been one of the main interest rate benchmarks used in financial markets and called “the most important number” of the world. However, in order to ensure the stability and credibility of the global financial system, financial regulators in the United States, United Kingdom, European Union, Switzerland, and Japan have, respectively, transitioned away from the LIBOR to the Secured Overnight Financing Rate (SOFR), the Sterling Overnight Index Average (SONIA), the Euro Short-Term Rate (€STR), the Swiss Average Rate Overnight (SARON), and the and the Tokyo Overnight Average Rate (TONA) due to scandals alleging that banks manipulate the LIBOR to make greater profits from trade or appear more trustworthy than they are.
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TRANSITION FROM LIBOR TO ALTERNATIVES IN GLOBAL FINANCE 2 April 2024
For decades, the London Interbank Offered Rate (“LIBOR”) has been one of the cornerstones of the global finance ecosystem, serving as the benchmark interest rate for a multitude of transactions worldwide. This article discusses the foundation of LIBOR, its significant role, its mechanics, and the shift of the industry towards alternative interest types due to the cessation of LIBOR. It provides a comprehensive evaluation of the evolving landscape of reference interest rates in finance, elucidating the complex and dynamic nature of LIBOR.
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RIGHT TO EXIT FROM PARTNERSHIP IN LIMITED LIABILITY COMPANIES 2 April 2024
Exiting a partnership refers to a partner voluntarily leaving a limited liability company. The provisions related to exit are regulated by Article 638 of the Turkish Commercial Code (“TCC”), while the participation in exiting is specifically regulated in Article 639.
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