Best Corporate Governance Lawyers in Turkey

About Corporate Governance Law in Turkey

Corporate governance in Turkey refers to the framework of rules, practices, and processes by which companies are directed and controlled. It is designed to balance the interests of various stakeholders, such as shareholders, management, customers, suppliers, financiers, the government, and the community. In Turkey, corporate governance is primarily regulated by the Turkish Commercial Code, the Capital Markets Law, and regulations published by the Capital Markets Board. These laws promote transparency, accountability, and responsibility to ensure the long-term success and sustainability of businesses. Turkish corporate governance regulations are especially relevant to public companies, but many guidelines are applicable to all joint-stock companies.

Why You May Need a Lawyer

Legal assistance in corporate governance is often essential to ensure compliance with complex legislation and to mitigate risks. Common situations where you may need a lawyer include:

• Establishing a new company and drafting articles of association
• Structuring the board of directors and ensuring proper delegation of responsibilities
• Meeting disclosure and reporting obligations required by law or regulators
• Navigating mergers, acquisitions, or other significant corporate restructurings
• Handling conflicts of interest and related-party transactions
• Managing shareholder disputes or protecting minority shareholders
• Ensuring compliance with stock exchange rules if the company is listed
• Guiding on best practices to enhance company reputation and investor relations
• Providing ongoing legal audit and corporate secretarial services
• Training directors and management on compliance issues relevant to public and private companies

Local Laws Overview

The main sources of corporate governance regulations in Turkey are the Turkish Commercial Code, the Capital Markets Law, and the regulations and communiqués of the Capital Markets Board. Key aspects include:

• Board Structure: The board of directors is responsible for the strategic direction and management of the company. The law defines the minimum number of directors and their duties.
• Shareholder Rights: Shareholders have rights to information, attendance, and voting at general meetings and the right to bring lawsuits against management for breaches of duty.
• Disclosure Obligations: Companies, especially those listed on the stock exchange, must disclose financial and non-financial information regularly and transparently.
• Minority Protection: Turkish law provides certain rights and protections to minority shareholders, such as calling general meetings or blocking amendments to articles of association under specific circumstances.
• Auditing and Internal Controls: External and internal audits are required to monitor compliance and prevent misuse of company assets.
• Related-Party Transactions: There are strict policies to avoid conflicts of interest and ensure that transactions between related parties are fair and properly disclosed.
• Corporate Social Responsibility: Best practice codes encourage companies to act ethically and be responsible towards society and the environment.

Frequently Asked Questions

What is corporate governance?

Corporate governance involves the systems and processes by which companies are managed, directed, and controlled, aiming at transparency, accountability, and protection of stakeholder interests.

Which bodies regulate corporate governance in Turkey?

The Turkish Commercial Code, the Capital Markets Board, and the Capital Markets Law are the primary authorities regulating corporate governance in Turkey.

Are corporate governance rules mandatory for all companies?

While certain provisions are mandatory for all joint-stock companies, stricter corporate governance rules mainly apply to publicly listed companies. However, all businesses benefit from following best practices.

Do private companies in Turkey need to appoint independent board members?

Appointment of independent board members is a legal requirement for public companies. For non-listed companies, it is not mandatory but is encouraged under best practices.

How are shareholder rights protected under Turkish law?

Shareholders are granted various rights, including voting, access to information, and recourse against wrongful actions by the board or management. Minority shareholders receive additional safeguards in specific circumstances.

What are the penalties for non-compliance with corporate governance requirements?

Penalties vary depending on the breach but can include administrative fines, cancellation of corporate decisions, liability claims against directors, and in serious cases, criminal prosecution.

How can conflicts of interest be managed?

Directors must disclose any potential conflicts of interest to the board and abstain from related decisions. Significant related-party transactions typically require shareholder approval and full disclosure.

What disclosure requirements must companies meet?

Companies must regularly disclose financial results, significant events, and other relevant information to shareholders, investors, and regulatory authorities, particularly if they are listed on the Borsa Istanbul.

Can foreign investors rely on Turkish corporate governance laws?

Yes, Turkish law aims to provide robust protections for investors, including foreign shareholders, and the regulatory framework is aligned with international standards in many respects.

Is it necessary to have local legal counsel to ensure compliance?

While it is not mandatory, having a local lawyer with expertise in Turkish corporate governance can help companies navigate complex regulations, minimize legal risks, and ensure long-term success.

Additional Resources

For further information and assistance related to corporate governance in Turkey, consider the following resources:

• Capital Markets Board of Turkey - the main regulatory authority for capital markets and listed companies
• Union of Chambers and Commodity Exchanges of Turkey (TOBB) - a business network offering guidance
• Istanbul Chamber of Commerce - provides support for businesses in Istanbul
• Ministry of Trade of the Republic of Turkey - responsible for company registration, trade registry, and business regulation
• Association of Listed Companies' Executives - promotes best practices in corporate management
• Several law firms and professional services organizations offering training, legal updates, and publications on corporate governance

Next Steps

If you require legal assistance or advice regarding corporate governance in Turkey, here are recommended steps to follow:

• Define your specific issue or question in the context of your business
• Gather relevant company documents, such as articles of association, board resolutions, or shareholder agreements
• Consult reputable legal counsel or expert specialized in corporate governance law in Turkey
• Ensure your lawyer reviews compliance with the Turkish Commercial Code, capital markets regulations, and other relevant laws
• Implement recommended changes and monitor compliance internally on an ongoing basis
• Stay informed about updates in legislation and best practice codes that may affect your business

Acting proactively can help you not only comply with legal corporate governance requirements but also foster a transparent, efficient, and successful corporate environment.