Corporate and M&A


By: Tony Stumm, Consultant

Using the Federal Government election as the catalyst for catching the attention of the major political parties, the Governance Institute of Australia (GIA) has called for the Federal Government to conduct a wholesale review of the Corporations Act 2001 (Cth) (Corporations Act) and to introduce other initiatives designed to cut compliance costs, facilitate shareholder engagement and to cut red tape.

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By: Assoc. Prof. Murat Develioglu

Introduction

After being in force for 27 years, Financial Leasing Code numbered 3226 (“FLC” or “Law numbered 3226”) that had entered into force on June 28th, 1985, has been replaced by Financial Leasing, Factoring and Financing Companies Code numbered 6361 (“FLFFC” or “Law numbered 6361”), which entered into force through publication in the Official Gazette dated December 13th, 2012 and numbered 28496. The application of the “sale and lease back” method, which occurs when the financial leasing company purchases an asset that originally belonged to the lessee and leases it back, thus providing the lessee with the opportunity to overcome any shortage of cash by utilizing its machinery and equipment as a financing tool. The discussions as to whether or not the application of this system was possible have come to an end with the entry into force of the FLFFC.

Read more: Financial Sale and Lease Back


By: Ecem Cetinyilmaz

Introduction

According to the definition provided under Article 195 of the Turkish Commercial Code No. 6102[1](“TCC”) where a company directly or indirectly holds the majority of voting rights in another company, or holds the right to appoint the members to the management body of another company as per the articles of association in a number that constitutes the majority to make decisions, or constitutes among its own voting rights the majority of the voting rights alone or together with other shareholders or partners based on an agreement, or keeps such company under its dominance pursuant to an agreement, or otherwise; the first company is the dominant company, and the other is the dependent company. Dominance does not entitle the dominant company to exercise such power against the dependent companies unlawfully. As in all unlawful exercises several consequences are attached to this unlawful exercise under Article 202 of the TCC and the following articles. This Newsletter examines the situations where dominance is exercised unlawfully and the consequences attached thereto.

Read more: Unlawful Exercise of Dominance


By: Eda Uludere 

International Agreements

  • The Resolution of the Council of Ministers dated 25.01.2016 and numbered 2016/8460 on the Ratification of the Agreement between the Republic of Turkey and the European Union Regarding the Joining of Turkey to the Civilian Protection Mechanism was published in the Official Gazette dated 22.03.2016 and numbered 29661.

Read more: Recent Keynotes of April


By: Tony Stumm, Partner

The Australian Security and Investments Commission (ASIC) recently released Information Sheet 214: Mining and resources: forward looking statements (Sheet 214) which gives ASIC’s interpretation on what mining companies need to do when they make ‘forward looking statements’. Typically, ‘forward looking statements’ cover information on the extent of resources in the company’s tenements, the productivity value, etc. ASIC believes that forward looking statements need to be drafted to satisfy the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code) as well as satisfying, where appropriate, the ASX listing rules and ASIC Regulatory Guide 170.

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