Corporate and M&A

Contact: Prof. Dr. H. Ercument Erdem; Erdem & Erdem (Turkey)

Introduction

The Turkish Commercial Code No. 6102[1] ("TCC") materially deviates from the abrogated Turkish Commercial Code No. 6762 ("ATC"), especially concerning the authorities and responsibilities of the board of directors.

The TCC introduces important novelties governing the duties and authorities of the board of directors, and defines inalienable and nontransferable duties. There are important changes and innovations such as the separation of the top management and the day to day administration of the company, and the new system of delegation of powers. The board is now authorized to adopt any decision in order to realize any act falling within the scope of company activities.

The March 2011 newsletter article assessed in general the innovations which the TCC introduced concerning the board of directors[2]. This article will focus on the duties and authorities of the board of directors, as well as the delegation of such powers.

Read the entire article.