The Joint Chambers of Civil Court of Cassation's ["Court of Cassation"] decision dated November 12, 2021 and numbered 2020/2 E. 2021/3 K. ["Decision"], put an end to the debate regarding the nature of cooperatives. The Court of Cassation concluded that cooperatives, which include partnerships such as consumption, production, credit, and building cooperatives shall be regarded as commercial entities.
The Law on the Amendment to the Consumer Protection and Property Ownership Law numbered 7392 [“Amendment Law”] was published in the Official Gazette on April 1, 2022. Most changes will enter into force six months later, i.e., as of September 1, 2022. In this article, we will explain the significant amendments introduced to the Consumer Protection Law No. 6502 ["CPL"] as per the Amendment Law [available in Turkish only].
The Communiqué No. 2008-32/34 on the Protection of the Value of Turkish Currency was amended by Communiqué No.2022-32/66, and accordingly, a new prohibition has been introduced regarding foreign currency transactions. Pursuant to the amendment, the contract price will have to be paid in Turkish Lira in sale of goods contracts, other than those for vehicles. The new regulation expanded the scope of the prohibition on foreign currency transactions and became effective as of its publishment in the Official Gazette, i.e., on April 19, 2022. “Goods” in contracts for the sale of goods are defined as any kind of goods that do not fall under the definition of immovable goods.
With the amendment dated November 24, 2021 to the Bankruptcy and Enforcement Code No. 2004 [“BEC”] the sale of seized assets was to be conducted fully in an electronic environment. However, it was provided that the implementation of this provision would begin with the adoption of the relevant regulation.
Nuclear Regulation Law No. 7381 [the “Law”] was published in the Official Gazette on March 8, 2022 and entered into force on the same day. The Law mainly regulates nuclear energy and ionizing radiation activities, as well as operators, facilities, devices, and other matters associated with these activities in detail.
The board of directors [“Board”] stands out as a body that undertakes the management and representation duties of a joint stock corporation and is endowed with the power that can affect the interests of the corporation as well as its related parties. Such broad authority brings with it the same degree of responsibility. Although such responsibility mostly results in legal liability, the legislator did not remain silent on the fact that the activities of the Board are directly related to the market economy, and thus, imposed criminal sanctions in connection with the actions of the members. In this respect, the use of management and representation powers by the Board members or their personal actions may lead to criminal liability.
Significant amendments were introduced to the Communiqué of the Competition Authority on Mergers and Acquisitions Requiring Authorization of the Turkish Competition Board, numbered 2010/4, with the Communiqué published in the Official Gazette on March 4, 2022. In this respect, while the turnover thresholds taken into account in mergers and acquisitions to determine whether Competition Board’s approval is necessary are increased, exceptional rules are adopted in relation to transactions involving technology companies. These amendments will become effective two months after their publication, i.e., as of May 4, 2022.
In November 2021, the Green Debt Instrument and the Green Lease Certificate Guidelines Draft [the “Draft Guide”] was submitted to the public opinion. The draft was approved and published with the Principal Decision of the Turkey’s Capital Markets Board [“CMB”] dated February 24, 2022 and numbered 10/296, with some revisions made as per the comments by the market actors.
Succession is essentially the passing of the legator's personal assets during their lifetime to the estate, subject to joint ownership upon the legator’s death, and then to individual heirs. Prior to the death of the legator, the legator preserves all of their property rights, while the future heirs do not attain heirdom, let alone any rights on legator’s property. The titles of legator and heir are gained only upon the death of a person, and from then on, the heirs are entitled to the inheritance. For this reason, the most contentious aspects of inheritance law are succession, which is the transfer of the inheritance and possible interventions to the heirs’ inheritance shares.
Following the launch of a military operation against Ukraine by the Russian Federation; EU, US, UK and several other countries began imposing broad economic sanctions against Russia. Another recent and critical sanctions is the European Council’s decision and regulation of March 2, 2022, which removes 7 Russian banks from the SWIFT system.
An intermediary service provider is defined in Law No. 6563 on the Regulation of Electronic Commerce ["E-Commerce Law"] as "natural or legal persons that provide an electronic environment where others can conduct financial and commercial activities.” Electronic commerce platforms such as n11, Trendyol, GittiGidiyor, and Amazon, which are among the most important actors of electronic commerce today, are included in this definition under our legislation. In essence, these platforms mediate the contract's conclusion and performance by bringing buyers and sellers together via the internet. In this article, the liabilities of e-commerce actors as "intermediary service providers" will be discussed in light of recent Court of Cassation decisions.
Pursuant to the Protocol No. 15 amending the European Convention on Human Rights ["ECHR / Convention"], the time-limit for the application to the European Court of Human Rights ["ECtHR"] was reduced from 6 months to 4 months, effective as of February 1, 2022. Accordingly, once remedies available as per domestic laws are exhausted, the application should be filed with the ECtHR within 4 months following the final court judgment. Having said that if the court decision was adopted before February 1, 2022, the ECtHR application based on this decision will still be subject to 6-month time-limit.
“Regulation on the Principles of the Asset, Right and Receivable Inquiry on the National Judiciary Informatics System” [“Regulation”] was published in the Official Gazette dated January 22, 2022 and entered into force on the same date. The Regulation basically sets forth the procedures and principles regarding the inquiry of the debtor's assets, rights and receivables via the information systems integrated into the National Judiciary Informatics System [the so-called "UYAP"].
Purchase price is invariably among the most contentious points during the negotiation phase of an M&A transaction. Especially in cross-border transactions, the buyer may wish to minimise risks by opting for alternative payment methods. One is these methods is “earn-out,” where a part of purchase price will be calculated by reference to the future financial performance of the target company. Statistics pertaining to the year of 2020, indicate that earn-out clauses were used in around 27% of the acquisitions concluded in the United States. Also, earn-out clauses are frequently being used in share purchase agreements concluded in Europe. This is especially the case in deals involving start-up companies, where the uncertainty increases on the factors of target company's future performance and the buyer does not have any in-depth market experience.
Since the President's speech on December 20, 2021, "FX-Protected Deposit Accounts" have been at the forefront of talks on banking and finance applications. The instrument, of which the legal foundations were laid with Communiqué No. 2021/14 on Supporting the Conversion of Turkish Lira Deposit and Participation Accounts ["Communiqué"] published in the Official Gazette immediately following the speech, on December 21, 2021, found an ever-expanding field of application with amendments adopted in the following days and finally took its final form. In this article, we will examine FX-protected deposit accounts with their legal basis.