Corporate and M&A

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A "Stock Option Plan" ("SOP") is an extremely popular method of attracting, motivating and retaining mostly the key employees, particularly when the company is unable to pay high salaries. This method is often used in the United States and European countries. Due to legal restrictions and lack of legislative background regarding SOPs, such option plans have yet to develop in Turkey. Upon the entry into force of the recent Turkish Commercial Code, SOPs did become exercisable in Turkey, however, and frequently preferred in publicly traded companies.

Read more: Stock Option Plans in Turkey

PVG has created the firm’s first biannual English newsletter for those interested in matters pertaining to business in Brazil. Click the links below to view articles detailing new legal matters in the field of Corporate law.  


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