Breakthroughs Introduced with the Draft Version of the Turkish Commercial Code – Volume II

What are the determinations for mergers, spin-offs and conversions?

The Draft Version of the Turkish Commercial Code (“the Draft”) includes seventy articles for these three structure changes and such articles involve full protection of the shareholders, partners and other relevant parties. Merger and Spin-off types are acknowledged.

What do the new designations involve regarding the corporate groups?

The Draft is the first among the Turkish legislation to designate the relations between corporate groups and such groups are composed of the mother company and its subsidiaries that are assembled under the same roof with different rules and principles. Such designation provides transparency, brings balance to the relations and protects both the executives of the subsidiaries and partners and creditors of the extragroup.

What are the breakthroughs determined for the Board of Directors of Joint Stock Companies?

It is possible for the Board of Directors to be formed of one individual and it is not statutory for the board members to be shareholders. Besides, a legal entity may be a shareholder.

It is possible for the shareholder groups and minorities to be presented in the Board of Directors.
Another new determination enables a board member to transfer his management authorization to the other members of the Board or transfer such right to a third party or the management itself.

The Draft removed the widely criticized former designation that requires one more than half of the numbers of the Board for a meeting quorum and designates a determination that requires majority of the members of the Board instead. Half of such parties in case the Board is formed of more than one party or the only party or the representative of the legal entity party that is to be registered and announced as the Board member in case the Board is formed of one party shall involve higher education in his resume.
The Board may convene at virtual environment, settle resolutions and receive e-signature.



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