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What kind of Actions should be Taken When All of the Members of the Board of Directors of a Joint Stock Company Resign or the Quorum Determined in the Articles of Association cannot be Complied? 29 June 2017
a. Resignation of Member of Board of Directors
Resignation of a board member is one of the reasons that cease the membership of board of directors as well as dismissal of the member or expiration of term of office. The Turkish Commercial Code numbered 6102 (“TCC”) does not expressly regulate the resignation of the board members. However, it is accepted that it is possible for a board member to resign based on the provisions of Turkish Code of Obligations numbered 6098 (“TCO”) considering the fact that proxy contracts that can be unilaterally terminated at the instance of one of the parties.
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Is it Possible to Consider the Declaration of “State of Emergency” as a Force Majeure Event? 28 June 2017
I. What is a State of Emergency?
Articles 119 and 120 of the Constitution of the Republic of Turkey (“The Constitution”) provide the circumstances for which the Council of Ministers meeting under the chairpersonship of the President of the Republic may declare a state of emergency.
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How Can The General Assembly of a Joint Stock Company Convene Without Its Compulsory Organs? 9 June 2017
I. Introduction
The general assembly is amongst the compulsory organs of a joint stock company. It consists of shareholders which give decisions on certain topics provided by the Law such as the nomination, dismissal and acquittal of board of director members and auditors; distribution of profit, revision of articles of association and increase of capital. As a rule, it convenes either as an ordinary or as an extraordinary general assembly. Ordinary general assembly meetings are held within three months as of the end of each financial year and for at least once a year. On the contrary, an extraordinary general assembly meeting may be held anytime if deemed necessary. (Turkish Commercial Code (“TCC”), Art. 409). In addition, minority shareholders are entitled to request the call of General...
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Immediate Termination of The Employment Contract by the Employer with the Valid Reason Due To Employee’s Immoral, Dishonourable or Malicious Behaviours 31 May 2017
As it is known, the right of immediate termination of the employment contract with the valid reason is a formative right which could be exercised by the party that cannot continue to the employment relationship due to the behaviors of the other party which constitute the reason of the termination. According to the legislation, it is accepted that in such situation where the employment relationship becomes intolerable for one of the parties, the employment contract could be terminated immediately with the valid reason. With this regard, the situations which gives employee to terminate the contract immediately with a valid reason are regulated in Article 24 of the Labor Law numbered 4857 (“Labor Law”), and the situations which gives employer to terminate the contract immediately with a valid...
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Offset Liabilities in Defense Industry 23 May 2017
1. What is “Offset Liability”?
Operations, which will be performed within the frame of procurement of product and services needed in defense area in order to increase manufacture, opportunity and capabilities of country’s industry and service sector and/or market shares/competitive power in international area and reduce the adverse impacts that can occur in balance of payments, are called offset[1].
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Antidumping Application for Solar Modules Imported From China 18 May 2017
“The Communique for the Prevention of Unfair Competition in Importation No. 2017/6” (“Communique”) was published in the Official Gazette dated 1 April 2017 and numbered 30025. In accordance with such Communique, the below stated rates of strict measure (“kesin önlem”) against damping shall apply on the importation of solar panel and modules imported from China.
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Significant Changes Which Are Accepted According To “Law on Pledges on Movable Property in Commercial Transactions” 15 May 2017
It has been decided to make Law on Pledge on Movable Property in Commercial Transactions come into force on 01.01.2017 (”the Law”) which is accepted on 20.10.2016 and published in the Official Gazette dated 28.10.2016 and numbered 29871, by abrogating the Law on Commercial Enterprise Pledge ("LCEP") numbered 1447 on 01.01.2017. Within this scope, significant changes have been accepted by adopting the Law.
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Istanbul Arbitration Centre and Arbitration Rules 12 April 2017
The Istanbul Arbitration Centre (ISTAC), established by Law numbered 6570 dated 20.1.2014, is an independent, neutral and impartial institution providing efficient dispute resolution services for both international and domestic parties. The ISTAC’s dispute resolution services are available to all contracting parties, without any membership requirements.
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Can Interim Arbitral Awards Be Subject to Enforcement In Turkey? 10 November 2016
A court decision is effective in the country where the court made this decision as a consequence of sovereignty and judicial power of nations which shall not be intervened by a foreign country. However; a court decision made by foreign court can be applicable in another country if certain conditions stated in their legislation are fulfilled.
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Advantages of Investment in USA 14 October 2016
Including energy, space technologies, industrial, nuclear medical, medical technologies, construction, defense industry, logistics, textile, tourism, financial services and agriculture, various promotes are applied in almost every area. For now, the USA which is in the second rank in the world about renewable energy investments, aims to double the percentage of usage of clean energy until 2030. For this reason, great conveniences for foreign investors are provided.
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