National Report on Turkey

Abstract

Turkish company law is regulated by the Turkish Commercial Code No. 6102, which contains a subsection on the law of groups of companies. One of the main goals of Turkish corporate group law is to protect the interests of shareholders and creditors of subsidiaries. With regard to this point, there are three separate ways in which liability of the mother company may come into play: (1) Liability for unlawful exercise of control over the management of the subsidiaries, (2) Liability for unjustified resolutions of the general assembly of the subsidiaries and (3) Liability due to breach of trust. Another goal of Turkish corporate group law is to facilitate the management of the corporate group, by granting the mother company certain rights of instruction and information over subsidiaries, as well as squeeze out rights against certain minorities. The mother company has binding instruction rights in case of wholly owned companies or control by way of a domination contract.