Distribution of assets sometimes leads to disputes between heirs and cause undesirable consequences. In this respect, many people prefer to decide how their estate will be distributed by making testamentary dispositions while they are still alive. Hence, in order to eliminate possible conflicts between heirs or for other reasons, individuals may choose to plan their estate prior to their death, based on personal wishes. Today, more people than ever prioritize estate planning.
The Personal Data Protection Authority [“Authority”] has published a public announcement on September 28, 2021, with respect to the collection and processing of PCR test results and information regarding vaccination status being shared with third parties to mitigate potential health risks during pandemic.
Following the death of a person, the fate of the wealth they created throughout their life, and how to ensure the continuity of this value is a common concern shared by many people. In Turkish law, these matters are regulated in the "Inheritance Law" book, which is the third book of the Turkish Civil Code No. 4721. In the first of our series of articles, in which we will examine the law of inheritance through various topics of interest, we will discuss the concept of inheritance and heirdom. In following articles, we will touch on the frequently asked questions regarding the law of inheritance.
Employees may have access to important and confidential information related to the employer, including the company’s operations, clientele and trade secrets. Use of such information without employer’s knowledge may harm the legitimate interests of the employer. In this respect, an employee should not compete with his/her employer according to the duty of fidelity during the term of the employment agreement. As this is a statutory duty imposed on the employee, there is no need for such non-compete obligation to be explicitly set out in the employment agreement.
On April 13, 2021, Turkish Constitutional Court [the “Court”] ruled that the applicant's right to property is violated because his assets have been restricted by a preliminary injunction for 15 years. The judgement emphasized that for a preliminary injunction restricting right to property to be deemed proportionate, proportionality should be established in terms of both the scope and the duration of the injunction.
The Board of Directors ["Board"] is the main management body of a joint stock corporation. Accordingly, the Board members have extensive management and representation duties. Given that such broad duties inherently carry the same level of liability risk, legal liability of the Board members has always been a critical topic. [For detailed information on the legal liability of Board members and the liability lawsuit you can refer to our article: “Legal Liability of Board of Directors Members”]. The Board, as the representative and administrative authority, must be able to support the corporation in reaching the intended goal, fulfill the management duties without hesitation, and take independent decisions. Therefore, considering the magnitude of the liability risk, a warranty mechanism –insurance– to balance the increasing liability of the Board has been discussed for many years as an indispensable element in liability cases. Today, the "Board of Directors’ Liability Insurance" [“Board Members Liability Insurance”] has already become as a widely used insurance type throughout the world, from United States to England and Continental Europe to Germany, Japan and Turkey. Issuance of this easily accessible insurance policy provides a significant assurance for the Board members.
The relationship between a joint stock corporation and its board of directors ["Board"] is established by the acceptance of duty by the Board member, who is elected by the general assembly of shareholders or exceptionally by the Board. As a result, a contractual relationship is established between the corporation and the Board member.
Protection of the share capital is one of the fundamental principles of the Turkish Commercial Code [“TCC”]. In this respect, capital loss and negative equity [the so-called “technical insolvency”] are regulated under Article 376 of the TCC, and a Communiqué was enacted to set the rules regarding the application of this Article. As a result of the unpredictable fluctuations in foreign exchange rates in the economy as well as the negative impacts of the Covid-19 pandemic on the financials of the companies, Article 376 of the TCC gained a special popularity among the Turkish companies in recent years. Accordingly, this article explains the situations where capital loss and technical insolvency may emerge and the measures that should be taken in the given circumstances. The article further elaborates on the new rules adopted to reduce the negative effects arisen from the drop of Turkish Lira and the Covid-19 pandemic. The potential liability of the directors that may arise in case the necessary actions are not taken is also addressed.
From the outset, the Covid-19 Pandemic has significantly affected the usual rules of conduct and, as a natural consequence, commercial activities of businesses. How this "extraordinary" situation, which no one could foresee or could be expected to predict, would impact legal relationships has been the subject of numerous debates that are yet to be concluded.
Release is one of the primary resolutions the shareholders can adopt regarding board of directors [“Board”] members. With release, the general assembly approves the transactions carried out by the Board members during the relevant fiscal year in terms of their economic and legal consequences. Hence, the corporation loses the right of action upon release. As such, the release resolution is considered to be a “negative acknowledgement of debt” and therefore removes any debt.
With entry into force of the "Law on the Amendment of the Code of Criminal Procedure and Some Other Codes" ["Amendment Law"] published in the Official Gazette dated July 14, 2021, the terms in the Administrative Procedural Law No. 2577 [“APL”] regulating the silence of the administration against the applications filed are shortened by half. In addition, some crucial changes were introduced to the Turkish Penal Code No. 5237 ["TPC"] and the Criminal Procedural Law No. 5271.
With the most recent technological developments, Artificial Intelligence [“AI”] and related technologies are being deployed by governments and businesses alike in a wide spectrum of sectors. With applications of AI increasing exponentially in every possible aspect of society, there is no doubt an accompanying aspect of risk, which is nearly impossible to measure. In this article, we try to focus on the possible legal ramifications and liability risks associated with AI decision-making.