Business Law

Yanıt Açıklaması: Public Law Legal Persons are the legal entities that are vested with public authority as some sort of a public duty is served by these entities. Public administrations and public institutions and public enterprises are public legal persons organized under public law. In that regard, the State (devlet), municipalities (belediye), village administrations (muhtarlık), universities, trade and industry chambers and bar associations bear public law legal personalities.

Yanıt Açıklaması: Pursuant to Article 124/1 TCC, the types of companies with a legal personality under Turkish commercial law are listed exhaustively and there are five different types of companies. These are collective, comandite, joint stock corporation, limited liability and cooperatives. From this exhaustive list, the types joint stock corporation and limited liability company are the most common types preferred in business life in Turkey.

Yanıt Açıklaması: They are formed by the assent of a single person.

Yanıt Açıklaması: Contracts, torts and unjust enrichment are sources of Turkish Code of Obligation.

Yanıt Açıklaması: To act diligently indicates an expectation that a merchant has to foresee legal and economic circumstances and foresee future. Pursuant to the case law, to act diligently indicates a type of a behaviour from the merchant that he/she should reasonably foresee the future and act reasonably cautiously by taking into account the nature of commercial business (Article 18/2 TCC).

Yanıt Açıklaması: A commercial company has legal personality while an ordinary partnership does not have legal personality.Besides, in the case of an ordinary partnership there are no formal requirements for its establishment but there are statutory requirements in the case of the establishment of a commercial company.

Yanıt Açıklaması: A declaration of intention that requests a change or addition to the terms of the offer shall not be regarded as an acceptance, but a “counteroffer”. A counter-offer is considered to be a new offer.  This declaration of intention of B is changing one of the essential terms of the sales contract, namely the price, therefore it shall not be considered as an acceptance, but a counter-offer. This time A may accept this offer or make another offer. So, B didn't accept the offer.

Yanıt Açıklaması: In order to have full capacity there are three requirements. Firstly a person should attain majority; secondly, this person should be capable of making fair judgements; and lastly, he/she should not be restricted. Persons of limited incapacity are the persons having discretion, who are able to make fair judgements, but they either are not of full age or are interdicted. In other words, interdicted persons and minors who are able to make fair judgements are in this group. As a rule, persons of this group act through their statutory representatives. They are under parental authority or guardianship.

Yanıt Açıklaması: Secondary sources include the doctrine and the precedents, in other words, judicial decisions. They are not binding; the judge is free to use them according to his/her discretion. In our legal system, previous court decisions are not binding; but, most certainly, a judge in a lower court, may use especially the higher court decisions in similar cases. Therefore, the precedents are not binding in the Turkish legal system. However, the only exception to this rule is what is called the “unification of judgment.” Therefore, the correct option is C.

Yanıt Açıklaması: The legal consequences of being incorporated under a separate legal personality and the liabilities of shareholders at the establishment stage can be listed as follows: • A company’s property belongs not to its directors, management or shareholders but to the legal personality created by the establishment of the company. • A company is responsible for its own debts and liabilities. The shareholders and, as a general rule, directors are not liable from the total amount of debts of the company. However, the directors have several liabilities arising from company law. • Theimmovable property, the dateregistered in the land title and the intellectual property rights and other assets from the date they are registered in the relevant registries and the movable property when it is transferred to a trustful person will be considered as a property capital invested in the company. Registration in the statutory registries removes the good faith. (prevails the good faith arguments) • The agreements made on the subscription of an immovable property or some similar rights like ownership rights on the property are valid without a requirement of statutory form. • Foreconomic assets or movables subscribed, the company as the owner may conclude transactions on the assets defined. • Where the ownership on immovable property or other similar rights are subscribed as capital, than there has to be a registration in the Land Title in order for the company to carry out transactions on such property. • In cases of registration in the LandTitle and in other registries, the registrations shall be made promptly. The company has the right to unilaterally request for that. • The Company may request from each shareholder to comply with their undertakings and and it is entitled to take a legal action before the courts and where delays cause losses, then can claim compensation. For claims, there should be a formal in advance warning. In companies in person, the partners can also take such legal actions. • For the protection of the rights undertaken, the founders can request an injunction from the court against the partners.

Yanıt Açıklaması: Business law is mainly used among merchants: and a merchant may be a real person or a legal person. The legal person merchants are business associations or in other words the companies.

Yanıt Açıklaması: The independence criterion qualifies a commercial enterprise from a “branch” which is not an independent unit. A branch or a commercial representative do not qualify as a commercial enterprise due to the lack of this criterion.

Yanıt Açıklaması: The right to request payment and interest: A merchant has the right to request payment for services or goods provided within the scope of commercial business and claim interest for the advance payments made (Article 20 TCC).

Yanıt Açıklaması: Together with the acquiring party, the merchant who is transferring the commercial enterprise shall continue to be jointly liable from the debts for two years. This legal obligation aims to minimize the risks arising from the transfer of the commercial enterprise without getting the consent of the creditor.

Yanıt Açıklaması: Fraud is a false representation of fact with the intension of including the other party to conclude a contract.

Yanıt Açıklaması: There are some common statutory requirements to be complied with by all the companies at the stage of establishment. These can be listed as follows: • Legal personality : All companies regardless of the number of its partners or the nature of liability of the shareholders have a legal personality separate from the personality of the founder partners. • Profit making purpose: Commercial companies are established for profit making purposes which is a distinctive feature of commercial companies compared to associations and foundations. • To operate with a trade name : All companies should have and operate under a trade name to be registered with the commercial registry. • Registration with the Commercial Registry : All companies should get the foundation and the required info with the Commercial Registry.

Yanıt Açıklaması: The Constitution occupies the highest place in the hierarchy of written laws. It is regarded as the most important binding source; and no other source of law can be contrary to the Constitution.Therefore the correct answer is D.

Yanıt Açıklaması: In unfair competition cases, the claimant must bring a cause of action within three years from the date of the existence of the right to take an action and one year from the date when he/she learns about the damages. In cases of criminal offences arising out of unfair competition, statute of limitations is five years.

Yanıt Açıklaması: Financial statements, boards of directors’ annual reports, independent audits, transactional auditors and all audit reports of individual companies and group of companies all require transparency. Therefor the correct answer is E.

Yanıt Açıklaması: Corporate governance principles aim to maintain; transparency, fairness, accountability and responsibility. Therefore the correct answer is D.