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ARTICLE · 12 JULY 2011

Liabilities Of Board Members Under The New Turkish Commercial Code

Hergüner Bilgen Üçer Attorney Partnership
Hergüner Bilgen Üçer Attorney Partnership
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Hergüner Bilgen Üçer Attorney Partnership

Hergüner Bilgen Üçer Attorney Partnership

Since 1989, Hergüner Bilgen Üçer has been recrafting the Turkish law firm model along modern...

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The newly enacted Turkish Commercial Code (the "New TCC") was ratified by Parliament in January 2011.

TurkeyCorporate/Commercial Law

The newly enacted Turkish Commercial Code1 (the "New TCC") was ratified by Parliament in January 2011. It will enter into force on 1 July 2012 by replacing the current Turkish Commercial Code2 (the "current TCC"). Among others, the New TCC introduces innovations to the issue of the liabilities of members of the board of directors (the "BoD") of joint stock companies ("JSC").

Liability under the Current TCC

Subject to discussions over whether the BoD members of a JSC are – contractually or through a delegation relationship – bound to their companies, BoD members who fail to perform their duties as assigned under the current TCC and articles of association (the "AoA") will be in breach of their obligations toward the JSC. The liability system is based on fault.

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