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Pursuant to Article 1524 of the Turkish Commercial Code (“TCC”) which was enacted in 2012, companies that are subject to independent audit are required to not only set up a website, which then will be registered to the trade registry and announced in the trade registry gazette, but also allocate a certain tab of their website for the necessary announcements required by law, within three months following the registry and announcement of their incorporation. Accordingly, Regulation on the Websites to be Established by Stock Corporations (“Regulation”) was enacted in 2013, to stipulate the principles and procedures regarding the website requirement.

The Turkish Competition Authority (“Authority”) has published its Nadirkitap decision in which it evaluated the allegation as to whether Nadirkitap Bilişim ve Reklamcılık AŞ (“Nadirkitap”), a company providing mediation services in the online sale of the second-hand books through its website named www.nadirkitap.com, violated Article 4 of the Law No. 4054 on the Protection of Competition (“Law No. 4054”) by way of hindering the activities of the competitors by way of not providing the data sets of its seller members who wish to market their products through rival intermediary service providers (“Investigation”). Upon its investigation, the Competition Board (“Board”) decided to impose an administrative monetary fine on Nadirkitap.

According to Turkish Commercial Code (“TCC”), some companies are defined as equity companies. Joint stock companies are one of these equity companies and are within the scope of "Principle of Maintenance of Share Capital" under TCC. The principle of maintenance of share capital requires full payment of the share capital value committed by the shareholders to the company and accordingly protecting the creditors of the company. In this context, considering that the shareholders already owe the capital payment to the joint stock company, this article will focus on how the shareholders may borrow money from the company and how the company may borrow money from the shareholder.

The Law No. 7416 on Amendment of the Law on Regulation of Electronic Commerce (“Amendment Law”), published in the Official Gazette of July 7, 2022[, introduces new obligations for e-commerce intermediary service providers and e-commerce service providers. Most of the provisions of the Amendment Law will enter into force on January 1, 2023 but the Amendment Law also stipulates different effective dates and transition periods for certain obligations. Amendment Law’s liability regime is tiered in line with the criteria of net transaction volumes and order numbers in a calendar year. E-commerce intermediary service providers and e-commerce service providers under this regime should follow certain compliance steps in due time.

The Competition Board (the “Board”), the competent decision-making organ of the Turkish Competition Authority, no longer has the quorum required to render final/executable decisions as the tenure of three (3) members came to an end as of the beginning of August 2022. Final decisions, including merger clearance decisions, closure of pre-investigation and investigation procedures, are currently pending while the Board is awaiting official assignment of new board members to re-establish final/executable decision quorum.

Due to the rapidly growing real estate sector, the lawmaker specifically regulates contractual relationships between the parties in order to prevent any loss of right of any one of the parties. Along with the typical real estate sales agreements, preliminary sales agreements are also needed by the sellers and buyers due to many reasons (such as planning a budget for construction, speeding up the period of the construction etc.).

On June 3, 2022, the Turkish Competition Board (“Board”) published its reasoned decision dated September 9, 2021 and numbered 21-42/611-298, rejecting Solgar Vitamin ve Saglik Urunleri Sanayi ve Ticaret A.S.’s (“Solgar”) exemption application for its dealership agreements (“Board’s Decision”).

The Turkish Competition Board (“Board”) published its latest reasoned decision concerning the acquisition of joint control over the industrial sewing machine business (“Target Business”) of Mitsubishi Electric Corporation (“Melco”) by Juki Corporation (“Juki”) and Melco. The Board evaluated that the transaction concerning the acquisition of joint control by Juki over the Target Business, which was under the sole control of Melco pre-transaction, is an “acquisition” within the meaning of Article 7 of Law No. 4054 on the Protection of Competition (“Law No. 4054”) and granted its unconditional approval.

The board of the Banking Regulation and Supervision Agency (“the Board”) has announced macro-prudential measures over the course of this weekend, consisting of (i) the Board Decision regarding prohibition of commercial Turkish Lira loans to corporate borrowers subject to independent audit dated June 24, 2022 (“Board Decision”) and (ii) press release determining the scope and implementation of the Board Decision dated June 26, 2022 (“Press Release”). Accordingly, until a new decision to the contrary is introduced by the Board or the Central Bank, corporate borrowers being subject to independent audit and holding foreign currencies above certain thresholds will no longer be allowed to borrow commercial cash loans in Turkish Lira.

In addition to its big impact on our social life, WhatsApp messenger (“WhatsApp”) or any other online messaging platform also is used in business life in order for people to communicate quickly and easily. Nowadays, many people are sending work related messages to their colleagues, discuss work related topics, sharing work related documents or conducting their meetings via WhatsApp or any other online messaging platforms.

On May 27, 2022, the Law Proposal Amending the Press Law and Further Laws (“Draft”) has been published on Grand National Assembly of Turkey’s (TBMM) website, which includes significant amendments to various laws. The Draft is currently submitted before the relevant commissions (i.e. Justice Commission and Digital Platforms Commission) for discussions, and it is one of the agenda items of the Digital Platforms Commission’s meeting of June 1, 2022. The Draft is anticipated to be published within the second quarter of 2022. 

On March 14, 2022, the Turkish Competition Authority (“Authority”) published its much anticipated E-Commerce Platforms Sector Inquiry Final Report (“Report”). The Report is extensive in scope and it aims to present a snapshot of the market and provide policy recommendations to address the market failures detected by the Authority. In this article, however, the section on the most favored nation (“MFN”) clauses will be focused on and more particularly it will be discussed whether MFN clauses can be employed by digital platforms in the light of findings of the Report. Decisional practice of the Turkish Competition Board (“Board”) will also be under the spotlight to provide further colour.

The Turkish Medicines and Medical Devices Agency ("Agency") published the Guideline on License Application for Homeopathic Medicinal Products (“Guideline on Licensing”) and the Guideline on the Packaging, Homeopathic Medicinal Product Information, Legibility and Tracking of Homeopathic Medicinal Products (“Guideline on Packaging”)  on March 15, 2022. Both Guidelines are based on Homeopathic Medicinal Products Licensing Regulation (“Regulation”). Within the scope of the Guidelines, the Agency has started accepting license applications for homeopathic medicinal products through the website www.ebs.titck.gov.tr, as of April 1, 2022. 

Over the recent years, digitalisation and digital services have been at the core of many innovative advantages for businesses and end users alike. These benefits range from online intermediation services to software application stores. This variety offers better and more efficient choices for users while increasing competition within the digital markets industry.

On March 4, 2022 the Turkish Competition Authority (“Authority”) published the Communiqué No. 2022/2 on the Amendment of Communiqué No. 2010/4 on the Mergers and Acquisitions Subject to the Approval of the Competition Board (the “Amendment Communiqué”). The Amendment Communiqué introduced certain new rules concerning the Turkish merger control regime, which fundamentally affect merger control notifications submitted to the Authority.

ELIG Gürkaynak Attorneys-at-Law

ELIG Gürkaynak Attorneys-at-Law is an eminent, independent Turkish law firm based in Istanbul. The firm was founded in 2005. 

ELIG Gürkaynak is committed to providing its clients with high-quality legal services. We combine a solid knowledge of Turkish law with a business-minded approach to develop legal solutions that meet the ever-changing needs of our clients in their international and domestic operations.

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