Corporate and M&A

Meet the Co-chairs - TAGLAW

Adler, Anthony
Mitchell Silberberg & Knupp LLP

Meet the Co-chairs - TIAG

Chapman, Simon
Burgis & Bullock

Palatnik, Seth

Meet the Co-chairs - TAG-SP

Welten, Bernhard
Kanzlei Welten

Corporate and M&A


Both in the Turkish Code of Obligations ("TCO") and the Swiss Code of Obligations ("SCO"), the notion of unlikely debt repayment is regulated under two different parts. According to Article 27 of the TCO (Article 20 of SCO), contracts with an impossible subject are null and void. 

In the case of a subsequent unlikelihood of debt repayment, the consequences vary according to differing circumstances: if the debtor is not responsible for the occurrence of the unlikelihood for the debt to be made whole, the debt ends according to Article 136 of TCO (Article 119 of SCO). To the contrary, if the debtor is responsible for the occurrence of the unlikely repayment, the denouncement of the contract is controversial. 

The Swiss Federal Court adopted a different view in its recent decision, which will be examined. Below, the doctrinal view on the subsequent unlikelihood of repayment for which the debtor is responsible will be addressed and, lastly, the new precedent of the Swiss Federal Court will be analyzed. 

Read more: The Unlikelihood of a Subsequent Debt Repayment in Accordance With the Swiss Federal Court...


The two main significant pieces of legislation governing international anti-corruption enforcement are the US Foreign Corrupt Practices Act ("FCPA") and the UK Bribery Act 2010 ("BA 2010"). The FCPA was enacted in 1977 to prevent corrupt practices, create equal opportunity for honest businesses to succeed and to maintain public confidence in the integrity of the marketplace of the United States1. The BA 2010 received Royal Assent on 8 April 2010 and entered into force on 1 July 2011 in the UK, decades later than the FCPA2.

This Newsletter article mainly touches upon the types of offences, territorial applications, and penalties under the BA 2010 and the FCPA. 

Read more: How Can the US Foreign Corrupt Practices Act and the UK Bribery Act 2010 Impact Foreign Companies?


Article 363/2 of the Turkish Commercial Code1 ("TCC") regulates that if a member of the board of directors of a joint stock company is declared bankrupt, or such person's legal capacity is restricted, or if a member loses the legal requirements or qualifications set forth under the articles of association necessary for membership, such person's membership shall automatically terminate without the necessity of any further transaction. As per Article 359/4, reasons terminating a board of director's membership also constitute a barrier for election. This Newsletter article examines the requirements set forth under special laws, as well as the consequences of not possessing such requirements, from the moment of election to the board of director's membership.

Read more: Legal Requirements for Board of Director Membership of Joint Stock Companies in Turkey

In principle, shareholders exercise their right to vote in general assembly meetings in accordance with the ratio of the total nominal value of their shares to the company's share capital. Each shareholder is entitled to one vote, even if it has only one share. Shareholders who do not possess a sufficient number of shares to have a meaningful role in the company's management need the support of the other shareholders, which they can provide by means of voting in the same vein as such shareholder, in general assembly meetings. In order to secure such other shareholders' voting support, a voting agreement is usually entered into between these parties. A voting agreement can be defined as an agreement that contains an undertaking as to vote in a certain direction or via a specific representative, not to vote completely or partially, or to give abstaining vote in the general assembly meeting(s) of a company1. This Newsletter article examines the legal characteristics, types, validity and limits of voting agreements, as well the consequences attached to the failure to comply with the provisions thereof.

Read more: Voting Agreements under Turkish Law

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“Property certificate” stands for capital markets instruments with equal nominal value representing a specific independent section (bağımsız bölüm), or a certain area of an independent section (bağımsız bölüm) of a property project, where the issue price of these certificates is used to finance an ongoing or upcoming property project.

Similar Examples of Property Certificates in the World

Property derivatives seen in different examples in England, Australia and the United States of America are similar to the property certificates that are intended to be rendered active in practice in Turkey, again. A typical property derivative transaction is the means to achieve securitization based on property via income, interest or swap[1].

Read more: Property Certificates in Turkey