These recognitions are a testament to the trust of our clients and the dedication of our team, who continue to approach each matter with a strong commercial perspective and a focus on delivering effective, strategic solutions.

We thank our clients and peers for their continued confidence and support.

Introduction

The concept of a commercial transaction constitutes one of the fundamental pillars of Turkish Commercial Law and plays a decisive role both in determining the applicable substantive law and in identifying procedural rules governing disputes. The principal regulations concerning commercial transactions are set forth in Articles 3 and 19 of the Turkish Commercial Code No. 6102 (“TCC”), which establish the framework for distinguishing between commercial transactions and ordinary (civil) transactions. The existence of a commercial transaction gives rise to numerous legal consequences, including the determination of applicable statutory provisions, the interest regime, liability principles, the commercial nature of disputes, and the competent court.

Within the scope of this study, the significance of the distinction between commercial and ordinary transactions will first be examined, followed by a detailed analysis of the concept of commercial transactions under Articles 3 and 19 of the TCC.

I. Distinction Between Commercial and Ordinary Transactions

Obligational relationships are regulated in various statutes, primarily the Turkish Code of Obligations No. 6098 (“TCO”). Significant differences exist between commercial and ordinary transactions within these regulatory frameworks. For instance, joint and several liability constitutes the default rule in commercial transactions (TCC Art. 7/1), and parties may freely determine interest rates (TCC Art. 8/1). In contrast, in ordinary transactions, the interest and liability provisions of the TCO apply, and party autonomy has a more limited effect.

Accordingly, in any given dispute, it is first necessary to determine whether the transaction is commercial or ordinary in nature. Pursuant to TCC Art. 1/2, commercial provisions shall be applied primarily to commercial transactions, and general provisions shall apply only where no commercial rule exists. To ensure a consistent determination of this distinction, the legislator has established criteria for identifying commercial transactions in Articles 3 and 19 of the TCC.

II. The Concept of Commercial Transactions under the TCC

1. Commercial Transactions under Article 3 of the TCC

According to TCC Art. 3, matters regulated by the TCC as well as all acts and transactions concerning a commercial enterprise are deemed commercial transactions. The provision identifies two alternative bases for classification: (i) matters regulated under the TCC and (ii) acts and transactions related to a commercial enterprise.

2. Matters Regulated under the TCC

For a transaction to be considered commercial, it is not always necessary for it to be directly related to a merchant or a commercial enterprise. The mere fact that a matter is regulated under the TCC is sufficient for it to qualify as a commercial transaction. This reflects the objective aspect of the concept of commercial transactions. Indeed, the Court of Cassation has held that disputes concerning liquidation shares among shareholders of limited liability companies constitute commercial transactions solely because they are regulated under the TCC.

The existence of provisions in other statutes concerning a matter regulated under the TCC does not eliminate its commercial character. For example, although current account agreements are regulated under TCC Arts. 89–101 and also addressed in the TCO (Art. 134), their commercial nature remains unaffected.

3. Acts and Transactions Concerning a Commercial Enterprise

The second criterion under TCC Art. 3 encompasses all acts and transactions concerning a commercial enterprise. This criterion is particularly relevant for transactions not specifically regulated in the TCC but connected to the operation of a commercial enterprise. The prevailing view in legal doctrine supports a broad interpretation of the connection with a commercial enterprise.

3.1 Transactions Related to a Commercial Enterprise

Transactions related to a commercial enterprise consist of legal acts involving declarations of intent within the enterprise’s field of activity. Lease agreements, service contracts, and supply agreements concluded for the purposes of business operations fall within this scope.

3.2 Acts Related to a Commercial Enterprise

Acts related to a commercial enterprise are particularly relevant in the context of tort liability. For a tortious act to qualify as a commercial transaction, it must originate from the activities of a commercial enterprise. For instance, damage caused by a vehicle owned by a commercial enterprise during the course of business operations constitutes a commercial transaction. Conversely, acts unrelated to business activities do not qualify as commercial transactions. The mere fact that only one party is a merchant is not sufficient, on its own, to render an act commercial.

III. Presumption of Commercial Transactions (TCC Art. 19)

1. Debts of Merchants Are Presumed Commercial

Under TCC Art. 19/1, the debts of a merchant are presumed to be commercial. This provision introduces a subjective criterion into the concept of commercial transactions, treating the debts of merchants as commercial regardless of their source.

1.1 Individual (Natural Person) Merchants

There are two exceptions to this presumption for individual merchants. If the merchant explicitly informs the counterparty at the time of the transaction that it is unrelated to the commercial enterprise, or if the nature of the transaction clearly does not permit it to be regarded as commercial, the debt will be deemed ordinary. These exceptions aim to protect the private sphere of individual merchants.

1.2 Legal Entity Merchants

No sphere of ordinary transactions is recognised for legal entity merchants. All debts of a legal entity merchant are considered commercial. Accordingly, commercial companies that qualify as merchants under TCC Art. 16 cannot benefit from the exceptions applicable to individual merchants. While this position is undisputed with respect to commercial companies, it has been subject to criticism in relation to other legal entity merchants.

1.3 Contracts Commercial for Only One Party

Pursuant to TCC Art. 19/2, contracts that are commercial for only one party are deemed commercial transactions for the other party as well, unless otherwise expressly provided by law. For this provision to apply, the legal relationship must arise from a contract and no statutory exception must exist. This rule does not eliminate the commercial nature of the transaction; rather, it may limit the application of certain specific provisions.

Conclusion

The concept of commercial transactions constitutes one of the core notions defining the scope of Turkish Commercial Law. Articles 3 and 19 of the TCC adopt both objective and subjective criteria for identifying commercial transactions. Nevertheless, in each individual case, the nature of the transaction must be carefully assessed, and the distinction between commercial and ordinary transactions must be made with precision.

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Introduction

Foundations are legal entities that play a significant role in achieving social, cultural, economic, and charitable objectives under Turkish law. The institution of foundations constitutes a sui generis legal structure formed around assets and rights allocated by individuals or legal entities to a specific and continuous purpose.

This article systematically examines the concept of foundations, the conditions for their establishment, the provisions governing their organs and administrators, and the procedures for their dissolution within the framework of the applicable legislation.

I. Terminology and Legal Nature of Foundations

Foundations are asset-based legal entities formed when real or legal persons allocate sufficient assets and rights to a specific and continuous purpose. The assets allocated to the foundation must be adequate to achieve its objectives and must not render the foundation’s purpose impossible or impracticable. The assets to be allocated must belong to the founder and must be capable, at least at the establishment stage, of fulfilling the foundation’s purpose.

The purpose to which the assets are dedicated must be lawful, specific, comprehensible, and continuous in nature.

II. Minimum Asset Requirement for the Establishment of Foundations

For newly established foundations, the minimum asset amount to be allocated according to their purpose has been set at TRY 5,000,000 for the year 2026 pursuant to the Resolution of the Council of Foundations dated 22.12.2025 and numbered 819/790.

If the allocated assets are in cash, the relevant amount must be deposited into a bank and blocked in the name of the foundation. If movable or immovable assets are allocated, their valuation must be determined by the court. Furthermore, the competent court shall ex officio take the necessary measures to protect the assets and rights allocated to the foundation.

III. Capacity to Establish a Foundation

Any natural person with full legal capacity, namely a person who has reached the age of eighteen, possesses discernment, and is not subject to any legal restriction, has the right to establish a foundation.

Legal entities may establish foundations only if their constitutional documents expressly permit the establishment of foundations and the allocation of assets thereto; mere legal capacity is not sufficient.

IV. Procedure for the Establishment of a Foundation

The intention to establish a foundation may be expressed through a will or inheritance agreement, or by executing an official deed during the founder’s lifetime.

Where a foundation is established by official deed, the foundation charter must be signed simultaneously before a notary public by all founders. If the establishment is carried out through a representative, the authority of representation must be granted by a notarised power of attorney clearly specifying the foundation’s purpose and the assets and rights to be allocated.

If a legal entity is among the founders, its constitutional documents or a competent corporate resolution authorising the establishment of a foundation and allocation of assets must be submitted to the court together with the foundation charter.

The establishment process requires an application to the competent civil court of first instance for registration. During the registration proceedings, the court submits the foundation charter to the Directorate General of Foundations, acting as the supervisory authority, for its opinion. Based on this opinion or ex officio, the court may order amendments to the charter or require an increase in assets to ensure alignment with the foundation’s purpose.

Once registered in the registry, the foundation acquires legal personality and, as a rule, the founder’s intent becomes irrevocable. However, where the intent to establish a foundation is declared through a will or inheritance agreement, it may be revoked until the death of the testator.

V. Organs of the Foundation

The only mandatory organ of a foundation is the governing body, which functions as both the decision making and executive organ. The specific governing body must be designated in the foundation charter.

Optional organs may also be established in the charter. In practice, bodies such as a board of trustees, general assembly, supervisory board, advisory board, and honorary board are commonly encountered. In some foundations, the board of trustees itself serves as the governing body.

If the governing body is designated as a Board of Directors or a Board of Trustees, the governing body must notify the Directorate General of Foundations’ system of the relevant members and their appointment details within fifteen days of assuming office.

VI. Requirements and Obligations of Foundation Administrators

Pursuant to Article 6/V of the Foundations Law, the majority of individuals serving on the governing bodies of foundations must be resident in Türkiye. Furthermore, individuals convicted of certain offences, including theft, aggravated theft, robbery, fraud, embezzlement, bribery, forgery, fraudulent bankruptcy, bid rigging, interference with contract performance, breach of trust, smuggling offences, or offences against state security, may not serve as foundation administrators. If an administrator is convicted of any such offence during their term, their status as an administrator automatically terminates.

Foundation administrators are also required to submit asset declarations pursuant to Article 2(f) of Law No. 3628 on Declarations of Assets and Combating Bribery and Corruption. Asset declarations must be submitted in a sealed envelope following establishment and renewed in years ending with the digits 0 and 5.

Administrators may not be removed from office without a court decision. However, upon a decision of the Council of Foundations and an application by the Directorate General of Foundations, the competent civil court of first instance may dismiss administrators in cases such as activities contrary to the foundation’s purpose or legislation, misuse of foundation assets, gross negligence or intentional misconduct causing harm, failure to remedy identified deficiencies, loss of legal capacity, or permanent incapacity due to illness.

VII. Membership in Foundations

Membership in foundations is permissible pursuant to a 2008 decision of the Constitutional Court. Provided that it is expressly regulated in the foundation charter, membership fees may be collected. It is also recommended that the charter include provisions governing the consequences of non-payment of dues, such as termination of membership, and the procedures for notification.

VIII. Dissolution and Liquidation of Foundations

A foundation may be dissolved upon application to the competent civil court of first instance by the governing body or the Directorate General of Foundations where it is determined that the foundation’s purpose has become impossible to achieve. The court, after obtaining the opinions of the Directorate General of Foundations or the governing body, may order dissolution and the establishment of a liquidation committee, and the decision is registered in the registry.

Following the liquidation of debts, any remaining assets and rights of the dissolved foundation are transferred to another foundation or institution specified in the charter whose purpose most closely aligns with that of the dissolved foundation. In the absence of such a provision, the court shall determine a transfer to a similar-purpose foundation after obtaining the opinions of the Directorate General of Foundations and the relevant foundation.

Conclusion

Foundations constitute an important legal mechanism for achieving socially beneficial objectives. The processes of establishment, governance, and dissolution are subject to strict formal requirements and supervision to protect both the founder’s intent and the public interest. Accordingly, the careful drafting of the foundation charter, compliance of governing bodies with applicable legislation, and adherence to the foundation’s purpose are essential for the sustainable and lawful operation of foundations.

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Introduction

In joint stock companies, the board of directors serves as the company’s management and representation body, playing a central role in the adoption of strategic decisions, the conduct of commercial activities, and the representation of the company before third parties. Pursuant to the Turkish Commercial Code No. 6102 (“TCC”), the board of directors is responsible for senior management of the company, the establishment of its organizational structure, risk oversight, the preparation of financial statements, and the implementation of general assembly resolutions. The legal status and qualifications of board members are therefore of critical importance for the continuity of corporate operations and the effective implementation of corporate governance principles.

Accordingly, the TCC prescribes specific requirements regarding the appointment, tenure, and termination of board membership. In this respect, Article 363/2 of the TCC provides that a board member’s term of office automatically terminates, without the need for any further action, in the event of bankruptcy, restriction of legal capacity, or the loss of statutory or articles of association qualifications required for membership. Article 359/4 further stipulates that the grounds giving rise to termination of membership also constitute impediments to appointment. Within this framework, board membership constitutes a critical legal status requiring the continuous fulfilment of certain conditions both at the time of appointment and throughout the term of office to ensure the sound functioning of corporate governance.

1. Board Membership and Appointment Procedure

In joint stock companies, the election of board members falls within the non-transferable duties and powers of the general assembly. The general assembly elects members in accordance with the statutory quorum requirements and determines their term of office. However, pursuant to Article 363/1 of the TCC, where a vacancy arises for any reason, the board of directors may appoint a temporary member. Such temporary member serves until the approval of the first general assembly meeting; upon approval, the member completes the remaining term of their predecessor.

Examples of circumstances leading to vacancies include bankruptcy, restriction of legal capacity, or the loss of qualifications required for membership. The failure of the general assembly to approve the temporary appointment does not affect the validity of decisions adopted up to that date.

Under Article 359/5 of the TCC, legal entities may also serve as board members. In such cases, a natural person acting on behalf of the legal entity must be registered and announced, and participation in meetings and voting rights are exercised through this representative. The requirement that the representative be a single, specifically designated individual aims to ensure stability and continuity in corporate governance.

2. Requirements for Board Membership

2.1 Natural or Legal Person Status

Pursuant to Article 359 of the TCC, both natural and legal persons may be appointed as board members. Where a legal entity is appointed, the natural person who will act on its behalf must be registered. There is no requirement for board members to be Turkish citizens or residents of Türkiye, nor is it necessary for the legal entity’s registered seat to be located in Türkiye. The former requirement under the previous TCC that board members be shareholders has been abolished.

2.2 Full Legal Capacity

According to Article 359/3 of the TCC, board members must possess full legal capacity. This requirement equally applies to the natural person registered as the representative of a legal entity board member. Under the Turkish Civil Code, legal capacity comprises the ability to discern, attainment of majority, and the absence of legal restrictions. Full capacity refers to an individual’s ability to undertake legally binding acts independently.

2.3 Absence of Disqualifying Circumstances

The grounds that result in termination of board membership also constitute impediments to appointment. Under Article 363/2 of the TCC, bankruptcy, restriction of legal capacity, or the loss of statutory or articles-of-association qualifications lead to the automatic termination of membership. If such circumstances exist prior to appointment, the individual cannot be elected as a board member.

In addition, certain sector-specific legislation imposes additional requirements. For example, regulatory frameworks such as the Banking Law and the Insurance Law prescribe specific qualifications for board members. Furthermore, certain circumstances under the Turkish Penal Code and the Cheques Law may also constitute disqualifying factors.

2.4 Qualifications Prescribed in the Articles of Association

The company’s articles of association may specify additional qualifications for board members. Criteria such as age, profession, education, experience, or shareholding may be stipulated as eligibility requirements. The subsequent loss of such qualifications results in the automatic termination of membership. However, provisions in the articles of association must not conflict with the mandatory provisions of the law.

3. Qualifications and Restrictions under Special Legislation

In addition to the requirements set out in the TCC, certain sector-specific regulations impose further qualifications for board members. For example, the Banking Law and the Insurance Law require specific educational backgrounds, professional experience, and competency standards. The appointment of an individual who does not meet such mandatory requirements may result in invalidity due to non-compliance with imperative legal provisions. Trade registry directorates are also responsible for reviewing compliance with statutory requirements.

Moreover, various laws, such as the Civil Servants Law, the Notary Law, and Law No. 3568 governing certain professional groups, contain prohibitions or restrictions concerning board membership in joint stock companies. In legal doctrine, such provisions are generally characterized as regulatory provisions. Accordingly, even if individuals subject to such prohibitions are elected as board members, the validity of the election is typically not affected; however, the individual concerned may face disciplinary consequences under the professional legislation applicable to them.

4. Registration of Board Members and Legal Effect of Appointment

Board members must be registered with the trade registry and announced in the Turkish Trade Registry Gazette. However, registration and announcement are declaratory rather than constitutive in nature; therefore, the acts of an elected board member bind the company as of the date of election.

Conclusion

Board membership in joint stock companies requires compliance with statutory provisions, sector-specific regulations, and the requirements set forth in the articles of association both at the time of appointment and throughout the term of office. Bankruptcy, loss of legal capacity, or the subsequent loss of required qualifications results in the automatic termination of membership and simultaneously constitutes an impediment to appointment.

While the absence of qualifications prescribed under special legislation may lead to the invalidity of the appointment, prohibitions applicable to certain professional groups generally do not affect the validity of the election; rather, they may give rise to professional or disciplinary consequences for the individual concerned.

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Introduction

Aggressive Commercial Practices are marketing techniques that exert pressure on the consumer’s will and steer them toward purchasing a particular product or service, contrary to commercial ethics and the principles of a free market economy. In previous articles, the concept of aggressive sales methods was defined and various examples were examined. This section evaluates, within the framework of the applicable legislation and practice, the legal remedies available to consumers exposed to such practices and systematically explains the mechanisms of legal protection

1. REMEDIES UNDER THE LAW ON THE PROTECTION OF CONSUMERS 

1.1. Legislative Provisions on Aggressive Commercial Practices

The Law No. 6502 on the Protection of Consumers (“TKHK”) and the Regulation on Commercial Advertising and Unfair Commercial Practices explicitly regulate aggressive sales methods. Within this scope:

• Articles 10 et seq. of the Regulation set out the criteria and prohibitions concerning aggressive commercial practices.

• Pursuant to Articles 61 and 62 of the TKHK, the correction or compensation of advertisements and practices that violate the Regulation does not eliminate the advertiser’s liability.

• In the event of a breach of these obligations, various sanctions, including administrative fines, are stipulated under Article 77/12 of the TKHK.

• Decisions on administrative sanctions are issued by the Advertising Board and enforced by the Ministry of Trade.

1.2. Application to the Advertising Board

Consumers who encounter advertisements containing aggressive commercial practices may file a complaint with the Advertising Board. Under Law No. 6502, the Board has authority to conduct reviews both upon complaint and ex officio. Applications are submitted via e-Government (e-Devlet), and should include:

• For natural persons: name, surname, Turkish ID number, and address;

• For legal entities: trade name and address information;

• Determinative elements such as the medium in which the advertisement was published, the date, and the content of the advertisement.

The Advertising Board may order the suspension or correction of advertisements containing aggressive commercial practices and, where necessary, impose administrative fines.

2. UNFAIR COMPETITION PROVISIONS UNDER THE TURKISH COMMERCIAL CODE

The Turkish Commercial Code No. 6102 (“TTK”) classifies aggressive commercial practices as unfair competition within the scope of Articles 54 and 55. In particular, Article 55/1-a-8 explicitly lists aggressive sales methods among unfair commercial practices.

In this context, consumers who suffer damages as a result of aggressive commercial practices may file lawsuits seeking prevention or determination of unfair competition, as well as material and moral compensation.
Additionally, claims for non-pecuniary damages may be brought under Article 58 of the Turkish Code of Obligations (“TBK”) on the basis of tort liability.
In practice, consumers who are victims of aggressive commercial practices may apply not only to consumer courts but, in certain cases, also to commercial courts of first instance.

Conclusion

Aggressive sales methods clearly harm not only consumer autonomy but also the principle of free competition in a market economy. By undermining individuals’ freedom of choice, such practices result in adverse consequences for both consumers and honest businesses.

The current legal framework provides multi-layered protection against aggressive sales methods. Administrative sanctions are envisaged under the TKHK and its secondary legislation; consumer rights are safeguarded through the Advertising Board; and the provisions of the TTK and TBK offer judicial remedies, including compensation and injunctive relief.

In conclusion, advertisers and commercial actors must conduct their marketing activities not only with commercial objectives in mind but also with due regard for consumer rights and the rule of law. Such compliance will, in the long term, contribute positively to brand reputation and commercial credibility.

Introduction

Article 198 of the Turkish Commercial Code No. 6102 (“TCC”) constitutes one of the most concrete instruments of the transparency principle governing group company relationships. The notification, registration, and announcement obligations imposed upon the crossing of certain shareholding thresholds are not merely internal corporate record-keeping requirements, but rather mandatory rules aimed at protecting the public, investors, and creditors. Registration with the trade registry serves as a “transparency mechanism” that completes the notification process and ensures legal certainty.

1. Obligation to Register with and Announce through the Trade Registry

Pursuant to Article 198/1 of the TCC, where an undertaking (whether a natural or legal person) reaches or falls below certain shareholding thresholds in a capital company, it must notify both the company and the trade registry accordingly.

“Article 198

(1) Where an undertaking directly or indirectly holds shares representing five percent, ten percent, twenty percent, twenty-five percent, thirty-three percent, fifty percent, sixty-seven percent, or one hundred percent of the capital of a capital company, or where its shareholding falls below these thresholds, the undertaking shall notify the capital company and the competent authorities designated under this Code and other laws within ten days following the completion of the relevant transaction. The acquisition or disposal of shares at the above-mentioned ratios shall be disclosed under a separate heading in the annual activity and audit reports and announced on the capital company’s website. Article 196 shall apply in the calculation of shareholding percentages. Members of the boards of directors and managers of the undertaking and the capital company shall also make notifications regarding shares held in the capital company by themselves, their spouses, their children under their custody, and commercial companies in which they hold at least twenty percent of the capital. Notifications shall be made in writing and registered with and announced through the trade registry.

(2) Until the notification and, accordingly, the registration and announcement obligations stipulated in the first paragraph are fulfilled, all rights attached to the relevant shares, including voting rights, shall be suspended. Provisions concerning other legal consequences of the failure to fulfill the notification obligation are reserved.

(3) For a dominance agreement to be valid, it must be registered with and announced through the trade registry. The invalidity of such agreement shall not prevent the application of provisions under this Code and other laws relating to obligations and liabilities arising from group company relationships.”

1.1. Time Limits

Article 198 of the TCC explicitly provides a ten-day period for fulfilling the notification obligation. In addition, pursuant to Article 107/5 of the Trade Registry Regulation (“TRR”), the capital company receiving the notification must complete the registration and announcement within ten days from the date of receipt. Legal doctrine (Prof. Dr. Tekinalp) emphasizes that this period is of a preclusive nature and that transparency must be ensured without delay.

1.2. Authority and Interested Parties in Registration Applications

As a rule, the obligation to apply for registration rests with the management body of the capital company receiving the notification. However, in order to prevent delays frequently encountered in practice, two important mechanisms are available:

• Application by Interested Parties: Pursuant to Article 28/1 of the TCC, the notifying undertaking may apply directly to the trade registry for registration in its capacity as an “interested party.”
• Ex Officio Registration: Where a registrable matter is not registered in due time, the Trade Registry Director is authorized under Article 33 of the TCC to invite the relevant parties to complete the registration or to register the matter ex officio.

1.3. Sanctions for Failure to Register and Announce

Pursuant to Article 198/2 of the TCC, where the notification and thus the registration and announcement obligations are not fulfilled:

“All rights attached to the relevant shares, including voting rights, shall be suspended.”

Accordingly, until registration and announcement are completed, such shares may not be represented at the general assembly, nor may voting rights be exercised. If voting rights are nevertheless exercised, the resulting general assembly resolutions may be subject to annulment due to invalidity.

2. Obligation to Publish on the Company Website

Pursuant to Article 1524 of the TCC, capital companies subject to independent audit are also required to publish the registered notification on their websites.

2.1. Time Limits and Duration of Publication

• Five-Day Period: Under Article 6/3 of the Regulation on Websites to Be Opened by Capital Companies, the relevant content must be published on the company’s website no later than five days following registration.
• Six-Month Publication Period: Pursuant to Article 1524/1 of the TCC, such announcements must remain published on the website for at least six months; otherwise, the announcement shall be deemed not to have been made at all.

2.2. Notification Thresholds

In doctrine, there is debate as to whether notification thresholds should be calculated solely based on ownership percentages or whether voting rights obtained through usufruct rights or voting agreements should also be taken into account. However, the prevailing view, in line with the transparency principle, argues that indirect shareholdings and any increase in voting rights conferring control must be notified within the scope of Article 198.

3. Disclosure in Annual Activity and Audit Reports

Notifications made pursuant to Article 198 of the TCC are not limited to a one-off registration process. The company’s management must disclose such shareholding changes under a separate heading in the annual activity reports. This enables shareholders to retrospectively monitor changes in the company’s control structure.

4. Liability and Criminal Sanctions

4.1. Civil Liability

Failure to comply with website publication obligations or registration requirements may give rise to the civil liability of board members under Article 553 of the TCC. Damages suffered by the company or shareholders due to breaches of transparency (such as losses arising from the annulment of resolutions adopted through improper voting) may be recourse claims against the directors.

4.2. Criminal Liability

Pursuant to Article 562/12 of the TCC, members of the board of directors who fail to fulfill website-related obligations shall be subject to judicial fines. These fines are imposed based on units that are updated annually.

Conclusion

Article 198 of the TCC is a mandatory provision designed to prevent “hidden control” within group company structures. Registration and announcement constitute the outward-facing dimension of the notification obligation. Considering both the “suspension of rights” sanction under Article 198/2 and the civil and criminal liabilities set forth under Articles 1524 and 562, the registration, announcement, and website publication processes must be managed in full compliance with the prescribed ten-day and five-day time limits. This is not merely a matter of corporate governance, but a strict legal obligation.

Introduction

Fair competition, which constitutes one of the fundamental pillars of a free market economy, is of vital importance for the protection of consumers and the establishment of trust among market actors. However, particularly in today’s environment of intensified commercial competition driven by digitalisation and globalisation, it is observed that some businesses resort to commercial practices that violate ethical and legal boundaries in pursuit of short-term gains. In this context, unfair commercial practices that mislead, pressure, or impair consumers’ freedom of decision-making constitute not only violations of consumer rights but also serious distortions of market balance.

Both Turkish law and European Union legislation have introduced various regulatory frameworks aimed at preventing such practices. These regulations contain not only consumer-protective provisions but also binding obligations for commercial actors. This article examines the legal nature, constituent elements, scope of application, and limits of unfair commercial practices from the perspective of both Turkish law and comparative law, with particular emphasis on the convergences and divergences between Law No. 6502 on the Protection of Consumers and the EU legislative framework.

I. Definition and Constituent Elements

For a commercial practice to be classified as unfair under Turkish Law, it must be contrary to the requirements of professional diligence and must materially distort, or be likely to materially distort, the economic behaviour of the average consumer with respect to a product or service clearly identified by the marketer.

Within this framework, misleading and aggressive commercial practices are expressly regulated in the Turkish legislation. Other forms of practices are addressed through references to the Regulation on Commercial Advertising and Unfair Commercial Practices. For example, under Turkish law, pursuant to Articles 61/2 and 61/3 of the Law on the Protection of Consumers and Article 7 of the Regulation on Commercial Advertising and Unfair Commercial Practices, advertisements must be honest and accurate, and advertisements that fail to comply with this principle are considered misleading advertisements. The concept of “honest and accurate” advertising refers to the requirement that promotional content reflect the truth and not contain expressions that may mislead consumers.

The primary rationale behind prohibiting unfair commercial practices in the eyes of the Turkish lawmakers is the protection of the consumer’s free will and autonomy in decision-making. Such practices undermine consumers’ capacity to make informed choices by vitiating their will. For instance, concealing or misrepresenting the place of manufacture of a product, or withholding information that is decisive from the consumer’s perspective, falls within the scope of unfair commercial practices.

In Turkish law, the principal legal bases governing unfair commercial practices are found in the Turkish Commercial Code (Article 55) and the Law on the Protection of Consumers. The latter refers, in matters of detail, to the Regulation on Commercial Advertising and Unfair Commercial Practices, which enumerates the main types of unfair practices by way of illustration. In addition, Directive 2005/29/EC of the European Parliament and of the Council of 11 May 2005 concerning unfair business-to-consumer commercial practices constitutes one of the fundamental reference instruments in this field. Annex I of the Directive contains a “black list” of 31 practices, which are deemed unfair in all circumstances. This list is not exhaustive; other practices falling within the scope of Article 5 of the Directive may likewise be considered unfair.

II. Practices Considered as Unfair Commercial Practices

The Regulation on Commercial Advertising and Unfair Commercial Practices, in line with Annex I of Directive 2005/29/EC, classifies unfair practices under two main categories, misleading and aggressive, and provides a non-exhaustive list of 25 sample practices.

1. Misleading Commercial Practices

The following acts are regarded as misleading commercial practices, as they distort the consumer’s will by misrepresentation or concealment of information:

• Falsely claiming membership in professional associations, stock exchanges or chambers, or falsely asserting adherence to codes of conduct.
• Using trust marks, quality marks, environmental symbols or similar signs without authorisation from competent authorities.
• Creating the false impression that a code of conduct or institutional approval exists.
• Falsely claiming that a product or service has been endorsed, authorised or approved by public or private bodies.
• Inviting consumers to purchase products at a stated price while knowing that sufficient quantities will not be available at that price.
• After promoting a product:
• failing to present the product,
• refusing to accept orders or delaying delivery,
• displaying a defective sample.
• Creating a false impression that a product or service is available only for a very limited time or under special conditions in order to press the consumer into making an immediate decision.
• Falsely stating that the supply of a product or service is lawful.
• Presenting statutory consumer rights as a special advantage.
• Making unfounded claims that failure to purchase the product or service would endanger the consumer or their family.
• Falsely claiming that a trader is about to cease trading, relocate or change business activities.
• Falsely stating that a product facilitates winning games of chance.
• Making unlawful health claims.
• Providing false information about market conditions in order to induce consumers to purchase under disadvantageous terms.
• Promising prizes or equivalent benefits without any actual intention or ability to deliver them.
• Promoting a product as “free of charge” or “gratis” whilst requiring payment beyond inevitable costs.
• Falsely presenting oneself as a consumer or creating the impression of being a consumer.
• Creating a false impression that after-sales services are available abroad.
• Justifying price increases by reference to exchange rates or input costs when the price has not in fact been affected by such factors.

2. Aggressive Commercial Practices

The following behaviours, which exert pressure or use physical or psychological coercion, are considered aggressive commercial practices:

• Creating the impression that the consumer will not be allowed to leave the premises until a contract is concluded.
• Making repeated visits to the consumer’s home for reasons unrelated to an existing contractual obligation.
• Requesting irrelevant documents, charging unjustified fees, or systematically avoiding communication regarding the transaction.
• Exerting pressure by claiming that the commercial undertaking will suffer harm if the consumer does not purchase the product or service.
• Creating the false impression that a prize or benefit has been won or will be obtained, conditional upon the consumer making a payment or undertaking a specific action, where no such prize or benefit actually exists.

Conclusion

Unfair commercial practices constitute a significant legal problem area, as they undermine the free will of consumers, distort market equilibrium, and weaken the competitive position of honest traders. Preventing such practices is essential not only for the protection of individual consumer rights but also for the establishment of a fair and sustainable economic order.

Both Turkish law and European Union law seek to ensure that consumers are able to make informed and autonomous decisions by prohibiting unfair commercial practices. The conceptual framework and broad sphere of influence of the EU Directive play a guiding role in the development of Turkish law in this field and in the interpretation of domestic regulations. Accordingly, the application of the legislation should not be limited to a purely formal review, but should adopt a substantive and dynamic assessment method focusing on the actual impact on consumer behaviour, with a principle of broad, consumer-favourable interpretation. The ultimate objective should be not only consumer protection per se, but the establishment of a fair and competitive commercial environment.

Introduction

In an era of rapidly accelerating digitalisation, data protection and cybersecurity have become central pillars of legal, commercial and technological strategies at both national and international levels. As of 2021, the regulatory framework in this field was largely shaped by the European Union General Data Protection Regulation (GDPR) and Türkiye’s Law No. 6698 on the Protection of Personal Data (KVKK). However, recent technological developments, the sharp increase in cyber threats, the widespread use of artificial intelligence applications, the growing scale of cross-border data transfers and the expansion of digital platform economies have necessitated a comprehensive recalibration of legal obligations and compliance policies in this area.

This article examines the current framework of data protection law, contemporary cybersecurity risks, corporate compliance processes and potential legal liabilities.

1. Personal Data Protection and International Regulatory Developments

1.1. Developments under the GDPR and the KVKK

• The GDPR continues to constitute the cornerstone of data protection in Europe. Nevertheless, additional regulatory initiatives entered into force in 2023 and 2024, particularly concerning artificial intelligence, algorithmic transparency and the enhanced protection of children’s personal data.
• In Türkiye, the KVKK was significantly amended in 2022 to achieve closer alignment with European data protection standards. These amendments clarified the legal contours of the concept of explicit consent and shortened the time limits for personal data breach notifications.
• Administrative fines have been substantially increased both in the EU and in Türkiye. Under the GDPR, administrative fines may reach up to 4% of an organisation’s worldwide annual turnover per infringement. Under the KVKK, as of 2025, administrative fines may amount to up to TRY 20 million.

1.2. Cross-Border Data Transfers

• The EU–US Data Privacy Framework, which entered into force in 2023, remains in effect as of 2025 and has resolved, to a large extent, the legal uncertainties created by the Schrems II judgment.
• In Türkiye, the list of countries benefiting from adequacy decisions has expanded, and organisations have been granted the possibility to rely on Binding Corporate Rules (BCRs) and Standard Contractual Clauses (SCCs) for international data transfers.

2. Cybersecurity Risks and Legal Liability

2.1. Contemporary Threat Landscape

• Ransomware attacks have increasingly targeted critical infrastructure operators and the healthcare sector.
• Deepfake technologies and artificial intelligence driven phishing techniques have emerged as sophisticated tools targeting both individuals and corporations.
• Chain data breaches originating from cloud service providers have become more frequent, making supply chain security one of the most critical risk areas.

2.2. Legal Liability Regime

Companies may bear legal responsibility not only in their capacity as data controllers, but also as data processors.

In the event of a data breach, sanctions may arise not only under the GDPR and the KVKK, but also pursuant to the Electronic Communications Law, the Banking Law and the Turkish Criminal Code.

At the EU level, the NIS 2 Directive, which entered into force in 2023, significantly expanded cybersecurity obligations. In Türkiye, the National Cybersecurity Strategy 2023–2025 has introduced specific obligations for operators of critical infrastructures.

3. Compliance Strategies and Best Practices

3.1. Legal and Technical Safeguards

• Mapping all personal data flows through comprehensive data mapping exercises;
• Implementation of robust access control mechanisms and multi-factor authentication systems;
• Regular penetration testing and continuous updates of incident response plans;
• Periodic data protection (KVKK/GDPR) and cybersecurity training programmes for all employees.

3.2. Contractual Protection Mechanisms

• Incorporation of data processing undertakings and cybersecurity protocols into contracts with suppliers and third parties;
• Use of standard contractual clauses for cross-border data transfers;
• Adoption of cyber risk insurance solutions to mitigate exposure in case of data breaches.

Conclusion

As of today, data protection and cybersecurity no longer constitute purely technical matters but represent areas of substantial legal responsibility. Both in the European Union and in Türkiye, regulatory authorities have adopted stricter supervisory approaches and imposed more severe sanctions in response to data breaches.

The adoption of proactive and holistic compliance strategies by companies not only ensures adherence to legal obligations, but also serves to protect corporate reputation and to maintain consumer trust. In a rapidly evolving technological and regulatory landscape, cooperation with experienced legal advisers is of critical importance for the effective management of risks and the sustainability of compliance frameworks.

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Introduction

The protection of personal data has become an increasingly critical aspect of companies’ day to day operations. In many sectors, data sharing among group companies, suppliers or external service providers is unavoidable. However, such practices give rise to significant obligations under the Turkish Law on the Protection of Personal Data No. 6698 (“KVKK”). Failure to properly assess the legal nature of data sharing may expose companies to substantial administrative fines as well as reputational damage.

Accordingly, it is essential to determine in which cases data sharing qualifies as a “data transfer,” when explicit consent is required or may be dispensed with, and which technical and organisational measures must be implemented by companies in practice.

1. Legal Basis for Data Sharing and the Requirement of Explicit Consent

Under the KVKK, the transfer of personal data to third parties is, as a rule, permitted only upon obtaining the data subject’s explicit consent. However, the exceptions set out under Articles 5 and 6 of the KVKK allow personal data to be processed or transferred without explicit consent in certain circumstances.

These include, inter alia, cases where processing is directly necessary for the establishment or performance of a contract, for compliance with a legal obligation of the data controller, for the establishment, exercise or protection of a right, or where the data controller has a legitimate interest, provided that fundamental rights and freedoms of the data subject are not harmed.

Within this framework, companies must identify a separate legal basis for each data sharing activity carried out within group structures or supplier relationships. For example, where personal data is shared with an external accounting firm for the provision of accounting services, such sharing is generally deemed to be carried out within the scope of a “data processor” relationship and does not require explicit consent. However, if the service provider begins to process the data for its own independent purposes, it assumes the status of a “data controller,” in which case the data transfer would require explicit consent or another valid legal ground.

In all cases involving data sharing, it is of critical importance to clearly determine the legal status of the parties involved (data controller, data processor or joint data controller). In its decisions, the Personal Data Protection Board (“Board”) has consistently emphasised that this distinction must be made based on factual control over the data, the purposes of processing and the means used for such processing.

2. Cross-Border Data Transfers and Corporate Obligations

The transfer of personal data abroad constitutes one of the most strictly regulated areas under the KVKK (see Article 9). With the amendments that entered into force in 2024, cross-border data transfers may now be carried out either to countries providing an “adequate level of protection” or on the basis of undertakings approved by the Board. These amendments aim to establish a framework more closely aligned with the European Union’s General Data Protection Regulation (“GDPR”).

As the list of countries deemed to provide adequate protection remains limited, companies are often required to rely on Board-approved standard contractual clauses or Binding Corporate Rules (“BCRs”). In this context, companies must carefully assess the categories of data to be transferred, the purpose of the transfer and the data protection standards of the recipient country. Furthermore, contractual arrangements governing data transfers must explicitly address these issues, and all technical and organisational measures taken must be properly documented.

In several decisions, the Board has imposed administrative fines on data controllers for failing to implement sufficient technical security measures, such as encryption, access controls and logging mechanisms, or for failing to adequately document cross-border transfer processes. Accordingly, data transfers must meet not only legal requirements but also an adequate level of technical security.

Conclusion: Key Considerations for Companies

While data sharing with business partners constitutes a natural component of many commercial activities, it necessitates strict compliance with the obligations set forth under the KVKK. Companies must clearly define the purpose, scope and legal basis of each data sharing activity, expressly allocate roles and responsibilities in contractual arrangements, and implement both organisational and technical safeguards throughout the transfer process. In particular, where cross-border data transfers are involved, Board approved undertakings or the list of countries providing adequate protection must be carefully taken into account.

Ultimately, data sharing is not only a matter of regulatory compliance but also a key factor in maintaining trust within business relationships. A well structured, transparent and lawful data sharing policy enables companies to mitigate the risk of administrative sanctions while fostering sustainable and reliable cooperation with their business partners.

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Introduction

Large-scale construction and energy projects are inherently complex structures involving multiple contracts and numerous stakeholders operating simultaneously. In such project where employers, main contractors, subcontractors, suppliers and financiers play active roles, the technical and legal interconnections between contracts frequently give rise to disputes of a “multi-contract” or “multi-party” nature. Where arbitration clauses across these contracts are not drafted in a coordinated manner, a single dispute may result in multiple parallel arbitration proceedings. This inevitably leads to increased costs and makes the efficient and consistent resolution of disputes significantly more challenging.

The International Chamber of Commerce (“ICC”) 2024 Dispute Resolution Statistics[1] indicate that the energy and construction sectors were among the most frequently encountered industries in ICC arbitration cases filed in 2024. According to the same statistics, approximately 33% of the 2,392 parties involved in cases commenced in 2024 were part of multi-party disputes. Of these cases, 57% involved multiple respondents, 28% involved multiple claimants, and 15% involved both multiple claimants and multiple respondents. In 81% of multi-party cases, the number of parties ranged between three and five, with some proceedings involving as many as 40 parties.

In response to the procedural challenges posed by such complexity, leading arbitral institutions have, in recent years, updated their rules to clarify procedural mechanisms such as joinder and consolidation. These mechanisms are of critical importance not only for saving time and costs, but also for reducing the risks of parallel proceedings and inconsistent or conflicting awards.

This article examines the harmonisation of arbitration clauses and the consolidation of arbitral proceedings in light of the ICC Rules governing multi-party arbitrations.

1. Harmonisation of Arbitration Clauses

One of the most fundamental risks in multi-contract projects arises where arbitration clauses are drafted inconsistently across different contracts. In such cases, even if disputes arise out of the same project, separate arbitral proceedings may be initiated before different tribunals under different procedural frameworks. This significantly increases the risk of inconsistent decisions, both substantively and procedurally.

Accordingly, during the contract negotiation stage, parties should strive to adopt:

• the same arbitral institution,
• the same seat of arbitration,
• the same procedural rules, and
• where possible, the same arbitrator appointment mechanism.

Harmonised arbitration clauses directly enhance the applicability of consolidation and other multi-party procedural mechanisms.

2. The Concept of Consolidation

Consolidation refers to the process by which two or more arbitration proceedings, initially commenced separately and typically directed against the same respondent, are merged into a single arbitral proceeding.

It is important to distinguish consolidation from joinder (Article 7 of the ICC Rules), multi-party claims or mass claims. Consolidation is permissible only where specific conditions are satisfied.

The principal objectives of consolidation are:

• to reduce the time and cost burden arising from parallel proceedings, and
• to prevent inconsistent or contradictory arbitral awards.

2.1. ICC Arbitration Rules and the Authority to Consolidate

Article 10 of the ICC Arbitration Rules expressly sets out the conditions under which multiple arbitration proceedings may be consolidated. Where consolidation is ordered, the proceedings are conducted before a single arbitral tribunal. For consolidation to be possible, the arbitrations must be subject to the ICC Rules; arbitrations governed by other rules cannot be consolidated pursuant to Article 10.

“ICC Arbitration Rules – Article 10

Consolidation of Arbitrations

The Court may, at the request of a party, consolidate two or more arbitrations pending under the Rules into a single arbitration, where:

a)   the parties have agreed to consolidation; or
b)   all of the claims in the arbitrations are made under the same arbitration agreement or agreements; or
c)   the claims in the arbitrations are not made under the same arbitration agreement or agreements, but the arbitrations are between the same parties, the disputes in the arbitrations arise in connection with the same legal relationship, and the Court finds the arbitration agreements to be compatible.

In deciding whether to consolidate, the Court may take into account any circumstances it considers to be relevant, including whether one or more arbitrators have been confirmed or appointed in more than one of the arbitrations and, if so, whether the same or different persons have been confirmed or appointed.

When arbitrations are consolidated, they shall be consolidated into the arbitration that commenced first, unless otherwise agreed by all parties.”

Consolidation is initiated upon a party’s request. Upon such request, the tribunal (or the Court, as applicable) must first assess whether the requisite conditions are met and then balance the advantages and disadvantages of consolidation. Notably, the wording of Article 10 (“the Court may consolidate”) confirms that the ICC Court retains discretionary authority; even where the conditions are satisfied, consolidation is not mandatory.

Article 10 provides for three principal consolidation scenarios:

1) Agreement of the Parties (Article 10(a))

This is the simplest and least controversial basis for consolidation.

2) Claims Made under the Same Arbitration Agreement (Article 10(b))

The critical factor here is not whether the underlying contracts are the same, but whether the arbitration agreement or clause is identical.

For example: Parties A, B, C and D have entered into both Contract X and Contract Y. A and B are parties to the first arbitration based on Contract X, while A, C and D are parties to the second arbitration based on Contract Y. If both contracts contain the same arbitration clause, consolidation may be permitted even though the parties are not identical across both proceedings[2].

3) Different Arbitration Agreements with Compatible Clauses (Article 10(c))

Where claims are made under different arbitration agreements, consolidation may be ordered if:

• the arbitrations involve the same parties,
• the disputes arise out of the same legal relationship, and
• the arbitration agreements are deemed “compatible.”

The ICC Rules do not define “compatibility”, which provides valuable flexibility in practice and allows the Rules to remain responsive to evolving commercial realities.

Examples of potentially incompatible arbitration clauses include those providing for:

• different arbitrator selection or appointment mechanisms,
• different seats of arbitration,
• different arbitration languages, or
• different numbers of arbitrators.

For this reason, it is strongly recommended that arbitration clauses in multi-contract projects be drafted as uniformly as possible.

2.2. Consolidation in Practice: Selected ICC Decisions

In Petroci v. MRS Holdings[3], Logistics International v. Mozambique and EMATUM (V)[4], Privinvest v. Mozambique and EMATUM (II)[5], and Cominière and Jin Cheng v. AVZ and GLH[6], the parties submitted consolidation requests directly to the ICC Court.

These decisions demonstrate that the consolidation authority conferred by Article 10 of the ICC Rules is actively applied in practice and that the ICC Court enjoys broad discretionary powers in this respect.

Conclusion

In multi-party arbitrations, contractual precautions taken before disputes arise can significantly mitigate future procedural challenges. Harmonisation of arbitration clauses, express regulation of consolidation mechanisms and clarity in arbitrator appointment procedures directly enhance the efficiency of dispute resolution.

The consolidation authority provided under Article 10 of the ICC Rules serves as an important guide for complex, multi-party projects. Nevertheless, it should be borne in mind that consolidation is not available in all circumstances, that the ICC Court’s discretion may be limited by the facts of each case, and that consolidation decisions are administrative in nature and final.

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FOOTNOTES

[1] ICC Dispute Resolution Statistics 2024, [https://iccwbo.org/wp-content/uploads/sites/3/2025/06/2024-Statistics_ICC_Dispute-Resolution.pdf]

[2] Smitha Menon and Charles Tia, “Joinder and Consolidation Provisions under 2021 ICC Arbitration Rules: Enhancing Efficiency and Flexibility for Resolving Complex Disputes”, Kluwer Arbitration, 2021.

[3] [https://jusmundi.com/en/document/decision/en-societe-nationale-doperations-petrolieres-de-la-cote-divoire-petroci-v-mrs-holdings-ltd-the-iccs-decision-to-consolidate-arbitration-friday-26th-january-2018#decision_18787]

[4] [https://jusmundi.com/en/document/decision/en-logistics-international-sal-offshore-and-logistics-international-investments-llc-v-the-republic-of-mozambique-proindicus-sa-and-empresa-mocambicana-de-atum-sa-ematum-composition-of-the-tribunal-wednesday-1st-january-2020]

[5] [https://jusmundi.com/en/document/decision/en-privinvest-shipbuilding-s-a-l-holding-v-the-republic-of-mozambique-proindicus-sa-and-empresa-mocambicana-de-atum-sa-ematum-judgment-of-the-high-court-of-justice-of-england-and-wales-2024-ewhc-3188-tuesday-10th-december-2024]

[6] [https://jusmundi.com/en/document/other/en-congolaise-dexploitation-miniere-sa-cominiere-and-jin-cheng-mining-company-limited-v-avz-international-pty-ltd-and-green-lithium-holdings-pte-ltd-press-release-of-avz-minerals-limited-on-related-arbitration-proceedings-update-wednesday-27th-september-2023]