After rounds of revisions and failed attempts of enactment over a span of several years, the proposal for an amendment to the Law No. 4054 on Protection of Competition (“Law no. 4054”) (“Amendment Proposal”) has finally been approved by the Turkish parliament, namely the Grand National Assembly of Turkey, yesterday.

I can pinpoint the exact moment when my interest in the law first flourished: I was 13 years old and my mother had given me a book called The Courage of their Convictions by Peter H. Irons, about 16 Americans who had fought for their rights and taken their cases all the way to the Supreme Court, and what I read resonated deeply within me. It later turned out that my mother had only given me the book to improve my English. But it opened the door to so much more.

The General Directorate of Domestic Trade of the Ministry of Trade (the “General Directorate”) has issued an official statement on March 20, 2020 (“Statement”) in order to adopt certain measures to ease the process of holding general assembly meetings of joint stock and limited liability companies (together, the “Companies”) in the light of ongoing concerns about the novel coronavirus (COVID-19) outbreak across the country.

In May, 2019, the Agency had announced the Draft Regulation on Sales, Advertising and Promotion of Medical Devices, expected to replace the Regulation on Sales, Advertising and Promotion of Medical Devices (“Regulation”), by expressing that the Regulation required an amendment as a result of practical matters presented during the implementation of the Regulation and the current needs of the sector. The draft regulation was not enacted to this date, and instead, on January 28, 2020, the Agency announced the Draft Amendment Regulation on Sales, Advertising and Promotion of Medical Devices (“Amendment Regulation”)¹ which will amend the Regulation itself. The Agency has invited comments from concerned parties until February 3, 2020.

ELIG Gürkaynak Attorneys-at-Law, acting as outside counsel for Wikimedia Foundation, Inc. (“Wikimedia”), has secured an affirmative decision from the Turkish Constitutional Court in the matter of an universal access ban on the Wikipedia website (www.wikipedia.org) in Turkey.

The authority to initiate dumping or subsidy examinations, upon complaint or, where necessary, ex officio, has been given from the Ministry of Economy to the Ministry of Trade (“Ministry”). Within the scope of this authority, the Ministry announces its decisions with the communiqués published on the Official Gazette.

Turkish Constitutional Court recently granted two remarkable decisions on November 19, 2019 and on November 28, 2019 regarding individual applications claiming violation of the applicants’ freedom of expression. The decisions have been published in the Official Gazette respectively on December 24, 2019 and on January 3, 2020. In both decisions, the Constitutional Court accepted the applicants’ violation claims by concluding that the contents posted by the applicants on social media are in the acceptable limits of freedom of expression and the applicants’ freedoms of expression are violated.

Recent amendments to the Turkish legislation regarding electronic marketing communications introduced a centralized management system for obtaining, exercising and tracking the opt-in/opt-out requests as well as complaints of the recipients of electronic commercial communications. Service providers sending electronic commercial communications to customers will need to register with this new centralized management system, and notify and/or process opt-in and opt-out requests and complaints regarding electronic commercial communications through this centralized management system.

Ceren Yildiz, former Senior Lawyer at ELIG Gurkaynak, has been promoted to Partner, effective January 1, 2020.

Dismissal of the board members of a joint stock company is regulated under the Turkish Commercial Code numbered 6102 (“TCC”).  According to Article 408/2 of the TCC, general assembly of shareholders is granted with the sole power to appoint and dismiss board members. The scope and implementation of such power is defined under Article 364 of the TCC. Pursuant to such article, board members can be dismissed through including an item in the agenda of the general assembly meeting of shareholders for dismissal or with just cause even if the dismissal is not in the agenda of the general assembly meeting of shareholders.

I. Data breach under Turkish laws: There is no specific definition of “data breach” under the Turkish data protection law (“Turkish DP Law”). However in terms of notification obligations, “illegal seizure of or access to personal data” is considered as a data breach. Under the Turkish DP Law in case of a data breach (illegal seizure of or access to personal data), the data controller is obliged to notify the breach to (i) the data subjects (affected individuals) and (ii) the Turkish Personal Data Protection Authority (“Turkish DPA”), within the shortest time (“shortest time” applies to both notifications). There is no distinction as to eligibility of the data breach for notification and there are no exceptions provided under the legislation for the breach notification.

The Legislative Proposal on Amending the Law No. 6493 on Payment and Security Systems, Payment Services and Electronic Money Institutions (“Proposal”), has recently been submitted before the Grand National Assembly of Turkey.

I. Introduction

Special Purpose Acquisition Companies (“SPAC”), which are incorporated to achieve the purpose of investing and merging with a non-public company, were first introduced in the United States in 1990s and recently increased its popularity globally. Unlike other countries, SPACs entered into Turkish legal system relatively late with the Communiqué on Common Principles Regarding Significant Transactions and Appraisal Right (Communiqué No. II-23.1) of the Capital Markets Board (“CMB”), published in the Official Gazette dated 24.12.2013 numbered 28861(“Appraisal Right Communiqué”). Currently, there is no SPAC listed under Borsa Istanbul (“BIST”) in Turkey. SPACs are very similar to venture capital structure and can be considered as a strong alternative for investors and shareholders in Turkey as well.

By way of background, in January 2019, the Capital Markets Board (“CMB”) had issued an announcement on its website on the Draft Communiqué on Equity Crowdfunding . The CMB has now officially published the Communiqué on Crowdfunding No. III-35/A (“Communiqué”), on October 3, 2019. The Communiqué entered into force as of October 3, 2019.

The authority to initiate dumping or subsidy examinations, upon complaint or, where necessary, ex officio, has been given from the Ministry of Economy to the Ministry of Trade (“Ministry”). Within the scope of this authority, the Ministry announces its decisions with the communiqués published on the Official Gazette.

The mediation procedures have become a mandatory stage of commercial litigations in Turkish Law as of January 01, 2019. After only 4 months of practice, it appears that the success rate of mandatory mediation procedures is %65, according to the data published by the Mediation General Office of Justice Ministry of Turkey. As the national mediation procedure seems to be useful thus far, Turkey took a new step and signed the United Nations Convention on International Settlement Agreements Resulting from Mediation be known as the “Singapore Convention on Mediation” (“Convention”), which provides enforceability to international mediation agreements, on August 07, 2019 in Singapore.

Turkish Constitutional Court granted a decision on April 17, 2019 regarding an applicant’s claims on violation of his freedom of expression and press due to access ban of a news article (which is taken from a newspaper) posted by his social media account with the comment “Interesting confession from the judge of the July 22th investigation”. The decision was published on the Official Gazette on May 15, 2019. The Constitutional Court accepted the applicant’s claim by stating that the access ban of the news article violated the applicant’s right to freedom of expression and press.

The amendment to the Law on Radio and Television Broadcasts (“RT Law”), which was published in the Official Gazette of March 28, 2018, regulated broadcasting services (i.e. radio, television and on-demand broadcasts) provided through internet and required these services and their providers (media service providers and platform operators) to be under the supervision and authority of Radio and Television Supreme Council’s (“RTUK”). The Regulation provides detailed information regarding this process.