Business Law

Yanıt Açıklaması: Accordint to freedom of form, parties to a contract as a rule are free to choose the form of their contract and they may conclude the contract in oral, written and official form.

Yanıt Açıklaması: Pursuant to Article 55/1 TCC the listed acts are major examples of unfair competition: a) in addition to other unlawful acts, the advertisement and sale methods that are against the principle of honesty and especially 1. degrading a competitors’ business, products, prices or activities with false and misleading declarations, 2. providing false or misleading information on himself/herself, his/her commercial enterprise, logos, products, goods, activities, prices, sales campaigns, business relations or by this way letting a third party lead in competition, 3. despite the fact that he/she does not hold a diploma or a certificate acting as if he/she holds such degrees in order to cause an image that he/she has an exceptional capability, 4. causing and benefiting from confusion deliberately created with a competitors’ business, products or works, 5. providing false or misleading information about himself/herself, his/her commercial enterprise, products, goods, activities, prices, or by providing degrading information about competitors, or compare with others, goods, products or prices or letting a third party lead in competition, 6. more than once, selling some selected products below the supply prices and notably declaring these in its advertisements, and misleading its customers concerning its own, or its competitors’ talents, by selling these products at their supply prices, 7. misleading customers as to the real value of products using bundling practices, 8. restricting the choice of customers using aggressive sale tactics, and/or 9. using provisions containing false or missing information as to the price, payment conditions, contract period, consumers’ right in an instalment sale, or consumer loan agreements, 10. not anoouncing its trade name explicitly in the sales with instalments or in similar legal transactions or overall or total sales price or not announcing the additional cost in Turkish Liras in sales with instalments or the annual ratios, 11. announcing its trade name or net value of the credit or the total costs or the effective annual interest in consumer credits, 12. within the framework of its enterprise, using incomplete or incorrect information on the contractual formulations where subject, price, payment conditions, contract period, withdrawal or termination right or the right of the consumer to pay before the due date. Therefore, the correct option is E.

Yanıt Açıklaması: President ministries and public corporate bodies may issue by-laws. Every valid by-law is dependent upon a code, a statute or presidential decree. By-laws contain more concrete and specific rules and they can not contain provisions contrary to the codes, statutes and presidential decrees. The correct answer is B.

Yanıt Açıklaması: Loan contract isa unilateral contract.

Yanıt Açıklaması: 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. As a rule, persons of this group act through their statutory representatives. They are under parental authority or guardianship.Persons of limited incapacity do not have the capacity to enter into legal transactions. Their parents or guardians act on behalf of them.

Yanıt Açıklaması: The personality of a real person begins with birth. According to article 28 of the Civil Code: “The personality right begins with the birth of the living child...” From this provision, it is understood that there are two requirements for the beginning of personality: 1. Alive birth 2. Whole birth. From the concept “whole birth,” it should be understood that the child is completely separated from the mother’s body; and from the concept “alive birth,” it should be understood that after separating from the mother’s body, the baby breaths at least once on its own.

Yanıt Açıklaması: Subject to an explicit description in the AoA on the mode of meetings, the meetings of the Board of Directors can be held via electronic media or some of the members of the Board may attend the Board meetings in this way. This is one of the new provisions which provides a significant change in the way that the Board Meetings are held.

Yanıt Açıklaması: There are certain limitations on the decisions of the General Assembly, one of which is Third Parties’ Rights: The General Assembly of a joint stock company cannot take a decision on the rights of a third party. Thus a contract made between the Company and a third party cannot be declared void by the General Assembly.

Yanıt Açıklaması: The transactions to be concluded, the followingmeasures need to be taken: a. The contents of contracts, plans, and reports are defined in the Law. b. Audits will be conducted by expert, independent auditors. c. All spin-off-related documents will be posted on the company’s web site.

Yanıt Açıklaması: The offer is not related with unjust enrichment. The offer is one step in order to conclude an contract.

Yanıt Açıklaması: Freedom to withdraw a contract: Even if a person concludes a contract, this person as a rule may not be forced to continue with this contract and by taking all the risks 52 Law of Contracts may withdraw this contract. Of course if the withdrawal does not have a just cause the person withdrawing the contract shall have to compensate the damages of the party resulting from the withdrawal of the contract.

Yanıt Açıklaması: Turkey is a Continental Law country, therefore the correct answer is B.

Yanıt Açıklaması: A person of limited capacity also has all of these three requirements, but his/her capacity is limited only for certain legal transactions. In other words, for the persons of limited capacity, capacity is the rule and incapacity is the exception that is only limited to specific transactions. These are married persons and the persons to whom a quasi guardian is appointed. The correct answer is B.

Yanıt Açıklaması: There are certain principles applicable to the joint stock corporations. Principle on Limited Liability of the Shareholders: The shareholders are not directly liable for the debts of the company. The shareholders are liable with the share capital that they have undertaken to subscribe. If a shareholder concerned has already paid his share of capital, then his liability ends. A creditor to whom the company owes, cannot apply to the shareholders who have not yet paid the share capital he has undertaken.

Yanıt Açıklaması: Commercial Enterprise is simply defined in Article 11/1 of the TCC by way of a reference to a benchmark with the turnover threshold of a craftsman’s business. The definition provides three essential elements that should be required for a commercial enterprise. Accordingly, in the light of the definition of the law, the essential elements of a commercial enterprise can be listed as follows: i. to generate an income that will be above the craftsman’s turnover to be announced: ii. continuity : The commercial business should be continuous, not temporary. iii. independence : This criterion qualifies a commercial enterprise from a “branch” which is not an independent unit. Therefore, the correct option is B.

Yanıt Açıklaması: There are some common statutory requirements to be complied with by all the companies at the stage of establishment. These are legal personality, profit making purpose, registration with the commercial registry and operating with a trade name. Being a real person is not one of the common statutory requirements to be complied with so the correct answer is C.

Yanıt Açıklaması: Corporate governance should not be understood as a principle which applies only to publicly traded companies but it applies to all capital companies.Also transparency is required in both financial statements and boards of directors’ annual reports.

Yanıt Açıklaması: Private Law Legal Persons are established by a legal transaction subject to private law rules; and the types of private law legal persons are exhaustively listed in the law. Private law legal persons may be classified based on whether or not they have an income generating purpose. Accordingly, associations and foundations are legal persons with non-income generating purposes subject to private law rules and companies are income generating legal persons. The correct answer is E.

Yanıt Açıklaması: The term “undertaking” which is quite a close concept to enterprise is defined in Competition Law No.4054 (Article 3) as “natural and legal persons who produce, market and sell goods or services in the market, and units which can decide independently and do constitute an economic whole”.

Yanıt Açıklaması: Mistake as to the identity of the subject matter of the contract is the mistaken party had in mind a subject matter other than the subject matter to the contract entered into.