KILINÇ LAW & CONSULTING

INTRODUCTION The following article will examine the financial assistance prohibition, the source of which is European Union company law, and the leveraged buyout models, the source of which is Anglo-American law.

1. IN GENERAL The Code on Electronic Commerce Regulation (“Code”) numbered 6563 sets out the responsibilities of service providers and of its agents, the obligations to inform on e-commerce by means of agreements made through electronic media, and the sanctions to be imposed; while The Regulation on Commercial Communication and Commercial Electronic Messages (“Regulation”)  published in Official Journal dated 15 July 2015 and numbered 29417 lays down the obligations to inform regarding commercial communication made through electronic media, and rules and principles to comply with for commercial electronic communication.

A. WHAT IS CYBERBULLYING? Cyberbullying is a concept which was first described in USA in 2000 for the first time which refers to one or more people that are acting aggressive behaviour towards people who are inferior compared to them or unable to act against due to their existing situation via humiliation, defamation, abuse or scaring with using electronical communication tools within frame of either audio or visual.

G20 Finance Ministers and Central Bank Governors met under the Saudi G20 Presidency on April 15th, 2020 and discussed urgent actions needed to address the global challenge presented by the COVID-19 pandemic (“COVID-19”). Concordantly, G20 Finance Ministers and Central Bank Communiqué dated April 15th, 2020 (“Communiqué”) is published virtually.

In order to prevent the COVID-19 epidemic and reduce its effects, some measures are taken regarding social and economic life in our country and worldwide. In the coming period, it is important to take some measures regarding both public health and social and economic life in combating the epidemic.

Due to the swift spread of Corona Virus (“Virus”) all over the World and grievous events happening in our country, numerous companies decided on home-office work to keep their employees away from the threat.

I. PREAMBLE Prohibition of unfair commercial practice is regulated in general by Art.62 of the Law on Consumer Protection No. 6502 (“Law”), and in detail by Art. 61 and 63 of the Law and the Regulation on Commercial Advertisement and Unfair Commercial Practices (“Regulation”) enforced by the Ministry of Customs and Trade based on Art.84 of the Law.

1. CONCLUSION OF AN AGREEMENT, OFFER AND ACCEPTANCE According to Turkish law, agreements are legal transactions that arise from the manifestation of parties’ mutual and consentaneous deceleration of intentions pursuant to article 1 (one) of the Turkish Code of Obligations (“TCO”) numbered 6098. As it is seen, it is required that two or more people mutually manifest their deceleration of intentions which must be consentaneous in order to generate legal effect. Having said that, within the legislation framework, unless expressed otherwise on the legislation regarding special agreement types, notwithstanding the fact that parties’ manifestation of declaration of intention is not subject to any form, the declaration of intent must reach to the counterparty for the sake of conclusion of an agreement. In this regard, although it is possible to indicate that no requirement of form is de jure provided for in terms of validity of an agreement, accordance of parties’ declaration of intention through offer and acceptance is the essential constituent for conclusion of an agreement.

1. INTRODUCTION As it is known, food advertisements have a great impact on consumers and especially children. Advertising, especially for certain age groups and children, plays a major role in the sales policies of companies. Food companies support their advertisements for certain products with the health declarations and create effects that make sales on the consumer attractive. For this reason, food advertisements and health claims are subject to legal regulations and it is aimed to prevent the negative effects of excessive and unconscious consumption on the society. Within the scope of this article, current legislation provisions regarding food advertisements will be evaluated and issues to be followed in food advertisements will be addressed.

INTRODUCTION Health technologies, also known as “HealthTech” is one of the rapidly growing sectors in the world and Turkey.  The health industry, which has an important potential in developing innovative products and technologies, has increased the quality of service by developing with digital transformation tools such as the internet of things, machine communication, cloud computing, big data, wearable and portable technologies.[1] It is expected that these technologies, which create a big difference especially in the diagnostic stages and these technologies are expected to be used more widely after the Coronavirus outbreak and the number of entrepreneurs and investors taking part in this sector is expected to increase. In Turkey, thanks to the applications developed by the Ministry of Health such as e-pulse, e-report, telemedicine, ESIM, MIZ and SİNA, health technologies have now gone beyond “getting online appointments”. However, these rapid developments do not have the same reflection in the legal field. In this article, the legal dimensions of health technologies will be examined.

1. INTRODUCTION The cosmetic and pharmaceutical industries are subject to different regulations than the marketing and advertising of other products, since it is directly related to human health in general. Moreover, the health services are not considered as a “consumption” in general, such services is basic need on the basis of human rights. In this regard, especially in pharmaceutical industry, the strict limitations for advertisement and marketing methods on the cosmetic and pharmaceutical industries are in question.

I. INTRODUCTION It is observed that the new tools are integrated into our lives apart from the classical methods used for many years as the technology is developing in money transfers and payment transactions. It is possible to easily determine the scope of the development of the sector in our country when we consider that the investment made in this industry in our country was 12.2 million dollars in 2018 and 8.4 billion dollars in 2019 as well as the increase in the number of entrepreneurs who secured investment in 2019.

INTRODUCTION As stated in Article 8 of the Commercial Advertising and Unfair Commercial Practices Regulation (“Regulation“), comparative advertisement is permitted by not including competitors’ product name, trademark, logo, trade name, business name or other distinctive elements. In the event that it causes unfair competition, comparative advertisement misleads the consumer, and unlike other laws, it is prohibited in Turkish Law.

1. INTRODUCTION The cosmetic and pharmaceutical industries are subject to different regulations than the marketing and advertising of other products, since it is directly related to human health in general. Moreover, the health services are not considered as a “consumption” in general, such services is basic need on the basis of human rights. In this regard, especially in pharmaceutical industry, the strict limitations for advertisement and marketing methods on the cosmetic and pharmaceutical industries are in question.

As it is known, the corona virus (“Coronavirus“) emerged in China on December 2019 has affected many countries, especially China, Italy and the United States. Due to the Coronavirus, as of the writing date of this article, approximately 20,000 people died worldwide and a curfew was declared in countries such as Italy, France and Spain.

Since the outbreak in Wuhan, China in December 2019, the CoVid-19 epidemic caused by the novel coronavirus which is spreading increasingly and became a huge crisis across the globe, deeply affects not only the public health but also the business world. There is no doubt that the civil aviation sector is the most affected sector by the epidemic and hundreds of airlines have to ground thousands of airplanes due to flight bans.

I. PAID LEAVE APPLICATIONS DUE TO THE CORONAVIRUS The employer may give the employees paid leave in the event of compulsory reasons., Since the annual paid leave is considered within the employer’s right to management according to the provisions of the Labor Code, the approval of the employee is not a necessity.

A. Employer’s Rıght To Termınate The Employment Contract 1 - Employer’s Right to Terminate the Contract Due to “Health Reasons” Following Article 76 of the Public Health Law; “Those who are sure that they have a means of transplanting one of the infectious and epidemic diseases to those around them are temporarily banned and by the decision of the health councils from the execution of their professions and artisanship until the eradication.”

Measures To Be Taken By The Employers Within The Scope Of Occupational Health And Safety Regarding Coronavirus Coronavirus epidemic disease (“Coronavirus”) that first occurred in Wuhan, China and had a wide impact on the world in a short time, was declared as pandemic by the World Health Organization on March 11, 2020. In our country, the effects of the virus are trying to get minimized through measures such as school closures, travel prohibitions, quarantines, home-office practices and curfew for citizens over the age of 65.

General Communiqué No. 518 on the Tax Procedure Law (Law No. 213) (“Communiqué”) was published in the Official Gazette on March 24, 2020 with number 31078 (Reiterated). In the Communiqué, a statement was made regarding the taxpayers who were directly affected by the CoronaVirus outbreak (COVID-19). The Communiqué presents a number of new measures taken to address the epidemic such as identifying the taxpayers who will benefit from the force majeure provisions of Tax Procedure Law with the numbered 213 (“TPL”).

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In joint stock companies, the right to request information enables the establishment of a transparent structure. The right to request and review information in joint stock companies is one of the fundamental rights of both shareholders and members of the board of directors, and is among the indispensable and inalienable rights. Each board member has the right to request and review information about all the operations and transactions of the company. In this context, if a board member requests any commercial book record or any contract from the company for their review, this right cannot be denied. Likewise, each shareholder has the right to receive and review information on the company’s financial position, management mechanism and prospective transactions. The right to request and review information in joint stock companies is regulated separately for board members in article 392 and shareholders in article 437 of the Turkish Commercial Code (“TCC”) numbered 6102.

Provisional Article 3 of The Directive Regarding Authorised Institutions for Ships which was published in Official Gazette with 29952 numbered and January 18th,2017 dated, has been amended through a new amending directive published in Official Gazette with 31078 numbered and March 24th,2020 dated, as follows;

The new type of Corona virus, namely the COVID-19, has spread uncontrollably to many countries around the globe since it’s the first appearance in Wuhan, China in December 2019. In the wake of this unusual spread, on 11 March 2020, the World Health Organization (WHO) described the epidemic as a “pandemic” and increased the global risk level form “high” to “very high” and declared a “Public Health Emergency of International Concern”

Turkey has experienced an infrastructure boom over the past decade with a variety of projects being completed. Current projects include: Istanbul’s new airport, Kanal Istanbul, the Istanbul Grand Tunnel (the world’s first three-story tunnel), the Northern Marmara Highway, The Trans-Anatolian Natural Gas Pipeline (“TANAP”) project, which transports Azerbaijani gas to Turkey, and the upcoming Halkalı-Kapıkule high-speed train project, connecting the metropolitan area of Istanbul to the Turkish-Bulgarian border.

Few countries are better located from a strategic standpoint than Turkey. Acting as the gateway between southeast Europe and the Middle East, being able to navigate the country’s legal and regulatory system is imperative when planning largescale energy and pipeline projects such as recently inaugurated TANAP.

Turkey needs to do more to reduce its emissions. But is this coal-producing nation doing enough to develop the renewables that will increase national energy security and cut the country’s dependence on imported oil and gas?

As one of the world’s fastest growing energy markets, Turkey has been increasing its drive towards greater self-sufficiency for several years. To satisfy its annual 300bn kilowatts of electricity consumption, the current energy mix has been quite well-balanced: a quarter of electricity generation is hydro-based, while roughly a third comes from natural gas and another third from coal.

Partner Seray Özsoy examines the key legislation and frameworks companies should consider when merging or acquiring businesses in Turkey.

Turkey’s energy market is on the cusp of significant change. At present, more than 90% of the country’s crude oil is delivered through imports while it is also heavily dependent on neighbouring Russia for natural gas. The government’s stated policy objective is to liberalise the energy sector, which will ultimately allow private sector energy companies to enter the domestic market, thereby leading to a more competitive environment.

I. INTRODUCTION Since the service industry is constantly changing and developing, the need to offer and market the goods and services of the leading companies in the international area is increasing. In light of these developments, the recognition and protection of intellectual and industrial property rights in the international area become even more important with the disappearance of the national borders.

A trademark is a sign or design capable of distinguishing the goods or services of one enterprise from those of other enterprises. It can comprise words, or images, or a combination of both. Trademarks are protected by intellectual property rights. These operate at a national level, but also internationally through a complex system of treaties.

First of all, it should be specified that, a trademark is a sign capable of distinguishing the goods or services of one enterprise from those of other enterprises. Trademarks are protected by intellectual property rights. Registering a trademark will give notice to the public of registrant’s ownership of the mark and gives the registrant the exclusive right to use the mark in connection with its covered goods and services within the jurisdiction in which it is registered.

Turkish Intellectual Property Law is closely aligned with EU Law and international norms. However, it has many unique features which those doing business in Turkey need to be mindful of, to ensure their IP remains secure. Nigar Guliyeva is an Associate at Kılınç Law & Consulting, an Istanbul-based commercial law firm, and she provides a fascinating overview of the market today.

“In 2019, The International Labour Organization Celebrated Its 100th Anniversary”

I.     INTRODUCTION First of all, please be informed that the payment of employees’ salaries, premiums, bonuses, indemnities and other receivables bears legal consequences on various fields of law. We kindly represent the consequences of issuing the related payments by hand (in person); which may cause both administrative sanctions against the employer and lack of finding proof of payment.

Principles for Termination of Employment Contracts in Accordance with The Labor Law Number 4857 (“The Labor Law”)

A. JOINT-STOCK COMPANIES I. REGARDING THE TRANSFER OF THE MANAGEMENT AND AUTHORITY TO REPRESENT AND BIND

GENERAL The trading companies especially the joint stock companies are affected by the global economic growth and as a result of that, institutionalization of the internal managements of the companies has become essential impact. Particularly, since Turkey takes attention of the foreign investors, the merger and acquisition transaction (“M&A” or “M&A Deals”) become popular and the fact that the shareholders seek different approaches to the management of the companies, has led them to find an alternative way between them in order to regulate their relationship.

Our assessments regarding the legal procedures within the scope of branch liquidation transactions to be followed in compliance with the Turkish Commercial Code numbered 6102 (“TCC”) and before the Istanbul Trade Registry Directorate regarding the liquidation process of the Overseas Centered Companies’ Turkey Branch.

I. INTRODUCTION & COMMON PROVISIONS ON ESTABLISHMENT As per the Turkish Commercial Code numbered 6102 (“TCC”), there are principal 5 (five) company types namely Joint Stock Company, Limited Liability Company, Collective Company, Commandite Company and Cooperative Company.

A. GENERAL To provide accurate information for investors operating in Turkey, public disclosure of the necessary information has a great importance for the continuation of the functioning of the capital market in a fair and competitive environment. Thus, the procedures and principles regarding Public Disclosure of Publicly-Held Joint Stock Companies are regulated in detail in both Article 460 of the Turkish Commercial Code No. 6102 (“TCC”) and Article 15 of Turkish Capital Markets Law No. 6361 (“CML”).

Turkey’s strong long-term economic growth and structural reforms have attracted interest of many international investors. In the wake of the depreciation of the Turkish Lira last year, investors are now flocking to acquire Turkish companies. Despite some recent economic headwinds, the World Bank predicts continued Turkish economic growth though 2019 and notes that, “Turkey’s economic and social development performance since 2000 have been impressive. Macroeconomic and fiscal stability were at the heart of its performance.”

According to Deloitte, Turkish M&A hit the $10.3bn mark in 2017 with nearly 300 transactions – a Y-o-Y increase of 41% by total value. Foreign investors accounted for a 53% market share in deals that were announced. In the first half of 2018, the total value of new deals exceeded $8bn. This figure was dominated by three big ticket transactions: Emirates NBD’s acquisition of Denizbank for $3.2bn, DFDS’ $1.2bn acquisition of UN Ro-Ro and Demiroren’s $916m acquisition of Doğan Media. Sectors where most M&A deals were announced included energy, food, insurance, media and broadcasting.

What are the key legislations and frameworks for franchisors looking to establish their brand in Turkey?

The amendments to the Decree No. 32 Regarding the Protection of the Value of the Turkish Currency (“Decree No. 32“) published in the Official Gazette on September 13, 2018 restrict foreign currency or indexed to foreign currency payments for certain resident-to-resident transactions.

Today’s world is on a constant state of evolution. Every day, a new idea or technology makes the headlines and promises to fundamentally change how we live. Once the dust settles, however, the technology may under deliver or we may get used to the incremental improvement so innately that it becomes a part of our persona (think smart phones!).

Despite the economic turmoil that has affected Turkey this year – a sharp decline in the value of the lira which has fallen more than 30% against the US dollar and an inflation rate above 20% – Turkey remains attractive for private equity (“PE”) firms seeking to raise funds for investment. Big names, such as the Dubai-based Abraaj Group and Turkven Private Equity, believe that Turkey continues to offer opportunities. Although Turkish PE hit a ten-year low in 2018, according to PitchBook, Abraaj has made ten separate PE investments in the country over the last few years while Turkven has invested $1.5bn in various projects.

A. INTRODUCTION When goods are accidentally lost or damaged during an international sales contract is being performed, the question is; who shall bear this loss? Is it the seller, the buyer or the carrier?

The International Maritime Organisation’s new regulations on low-sulphur fuel are changing how global shipping is powered. Yet these regulations appear to be just the vanguard of a coming wave of environmental regulation that may see the world’s shipping fleet transformed in the decades ahead. In the race for cleaner, more efficient vessels, renewable fuel options such as biofuels are entering the fray, even as engineers are coming up with radical new designs for next-generation wind-assisted cargo vessels.

In January 2020 the shipping industry, and those supplying its fuel, face one of the biggest challenges in decades. How is the sector preparing for the next adaptation of the MARPOL Convention?

Cybersecurity has become of the most immediate and pressing problems affecting businesses everywhere. Due to the reason that cyber risk has no borders, it makes the need for comprehensive and effective cybersecurity paramount in every jurisdiction and in every sector.

Turkey’s first comprehensive data protection law was being launched in April 2016. The 2016 Law on the Protection of Personal Data (“Turkish Data Protection Law”) is based largely on EU Data Protection Law.

Two of the growing economies in the world; Turkey and Qatar share deep historic and cultural connections. Especially in the recent years, the two nations’ agreements covering trade, defense and economic co-operation have built on their already close relations. Moreover since the Trade Ministry of Turkey points out the total amount of investments for 200 different projects planned in Qatar to be $200 billion, the close relationship between Qatar and Turkey is set to improve for the years to come. Turkey presents a stable economic Foreign Direct Investment (“FDI”) opportunity for the Qatar’s economy due to Turkey being in the customs union with the EU, the opportunity to acquire Turkish citizenship and the incentives that the Turkish Government offers to FDIs. Recent issues in the Gulf Region aid to open new doors for Qatari investors looking to extend their trade beyond Qatar and in these times. In light of these developments Turkey is set to become a stable trade partner with a strong economic structure and a welcoming legal framework towards FDIs.