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I. Introduction: Merger, in general, is a complex procedure which requires detailed and long formalities. Simplified merger creates an option for the joint stock companies to merge in a faster way without being subject to certain transactions.

On May 30, 2019, Ministry of Justice (“Ministry”) prepared the judicial reform strategy document (“Strategy Document”) which introduces comprehensive changes and improvements to the Turkish judicial system. Recep Tayyip Erdogan, the President of Turkey announced and presented the new reforms brought by the Strategy Document to the attendees of a conference on judicial reform strategy. 

The Turkish Medicines and Medical Devices Agency (“Agency”) announced1 the Draft Regulation on Sales, Advertising and Promotion of Medical Devices (“Draft Regulation”) on May 9, 2019. The Draft Regulation will replace the Regulation on Sales, Advertising and Promotion of Medical Devices (“Regulation”) currently in force. Through the announcement, the Agency expressed that the Regulation requires an amendment as a result of practical matters presented during the implementation of the Regulation and the current needs of the sector. The Agency has invited suggestions and comments from concerned parties until close of business on June 9, 2019, by post or through the Agency’s official e-mail address.

Developing and establishing an effective anti-money laundering (“AML”) compliance program is a requirement for financial institutions in order to combat laundering the proceeds of crime and terrorist financing worldwide. 

The authority to initiate dumping or subsidy examinations, upon complaint or, where necessary, ex officio, has been given from the Ministry of Economy to the Ministry of Trade (“Ministry”). Within the scope of this authority, the Ministry announces its decisions with the communiqués published on the Official Gazette.

The reasoned decision1 of the Turkish Competition Board (the “Board”) concerning the  preliminary investigation initiated by the Turkish Competition Authority (the “Authority”) against four movie producers and their professional union has been published on the official web-site of the Authority on March 8, 2019 (the “Reasoned Decision”).

The concept of garden leave is not a familiar concept to Turkish labor law as the legislation does not regulate this concept explicitly. The employers however in practice might have the need to make use of this concept for various reasons. Below we first introduce the concept of garden leave in general and then examine this concept under Turkish labor law.

A. Introduction: On November 1, 2018, Personal Data Protection Board (“Board”), acting under the Personal Data Protection Authority, published its principle decision with number 2018/119 in the Official Gazette, which then corrected on November 7, 2018 (“Decision”). Board’s Decision is regarding prevention of promotional notifications, e-mail messages, text messages and calls that data subjects might receive from data controllers and data processors.

Overall, 2018 was a more active year in terms of Foreign Corrupt Practices Act (“FCPA”) enforcement actions compared to 2017. In 2018, the Department of Justice (“DOJ”) took a total of 40 enforcement actions, and the Securities and Exchange Commission (“SEC”) took a total of 14 enforcement actions.

In May 2017, Regulation (EU) 2017/745 of the European Parliament and of the Council of 5 April 2017 on medical devices (“EU Regulation”) entered into force, stipulating a transition period for medical device manufacturers to comply with the EU Regulation by May 2020. As the title of the EU Regulation suggests, it lays down enhanced rules on medical devices, manufacturers, distributors, importers, and notified bodies. For any medical device to be put into and sold on the market, full compliance with the EU Regulation is required. The EU Regulation introduces and addresses several new principles and renders procedures pertaining to medical devices more transparent, trackable and predictable. These changes aim to ensure a high level of safety and protection for patient health and for the users within this industry, also taking into consideration the technological evolution and developments in this field.

In September 2018, the Capital Markets Board (“CMB”) had issued an announcement on its website, declaring that a secondary legislation for crowdfunding was underway. Just recently, on January 4, 2019, CMB published the Draft Communiqué on Equity Crowdfunding No. III-35/A (“Draft Communiqué”). In the announcement, CMB states that the Draft Communiqué aims to ensure the effective penetration of the crowdfunding model into the capital markets legislation and create a regulatory framework for crowdfunding activities.

“Just cause” is a term that is used frequently under the Turkish Commercial Code No. 6102 (“TCC”). In broad terms, “just cause” may be defined as a situation in which the relationship between a shareholder and the company and/or between a shareholder and other shareholders becomes unbearable or untenable for valid legal reasons. Although the term “just cause” is frequently employed under the TCC, Turkish lawmakers did not opt to provide an explicit definition of this term under the TCC and instead delegated this duty to the doctrine and the courts.

After Turkey’s recent change to executive presidency, the President has made some changes in the government system. Accordingly, instead of the previous two ministries that have been the Ministry of Customs and Trade and the Ministry of Economy, there will be only one Ministry of Trade. As a result, through the Presidential Decree on Presidential Organization No. 1 published on 10.07.2018, the Ministry of Trade (the “Ministry”) now has the authority to initiate dumping or subsidy examinations, upon complaint or, where necessary, ex officio. Although the General Directorate of Imports is now affiliated with the Ministry of Trade, the recent changes remain at a ministerial level and the Board of Evaluation of Unfair Competition in Imports (within the General Directorate of Imports) is yet responsible for resolving matters with respect to actions and measures to be taken with the aim of protecting an industry against damage caused by dumped and/or subsidized imports in case of unfair competition. During the third quarter of 2018, the Ministry has initiated a number of anti-circumvention investigations and announced its decisions upon concluding several of the ongoing expiry review investigations. As in the past, the Ministry has announced its decisions with the communiqués published on the Official Gazette.

After Turkey’s recent change to executive presidency, the President has made some changes in the government system. Accordingly, instead of the previous two ministries that have been the Ministry of Customs and Trade and the Ministry of Economy, there will be only one Ministry of Trade. As a result, through the Presidential Decree on Presidential Organization No. 1 published on 10.07.2018, the Ministry of Trade (the “Ministry”) now has the authority to initiate dumping or subsidy examinations, upon complaint or, where necessary, ex officio. Although the General Directorate of Imports is now affiliated with the Ministry of Trade, the recent changes remain at a ministerial level and the Board of Evaluation of Unfair Competition in Imports (within the General Directorate of Imports) is yet responsible for resolving matters with respect to actions and measures to be taken with the aim of protecting an industry against damage caused by dumped and/or subsidized imports in case of unfair competition. During the third quarter of 2018, the Ministry has initiated a number of anti-circumvention investigations and announced its decisions upon concluding several of the ongoing expiry review investigations. As in the past, the Ministry has announced its decisions with the communiqués published on the Official Gazette.

The Presidential Decree dated September 12, 2018, on the Amendment of Decree No. 32 on the Protection of the Value of the Turkish Lira (“New Decree”), introduced significant restrictions on the use of foreign currencies in certain agreements between Turkish residents. Below, we explain the scope of the New Decree and discuss possible issues and problems that may arise in relation to the implementation of the New Decree. We also assess the potential effects of the Communiqué (2018/32-51) on the Amendment of the Communiqué on Decree No. 32 on the Protection of the Value of the Turkish Lira (2008/32-34) (“Communiqué”), which was published in the Official Gazette on October 6, 2018, and lists the exceptions to the restrictions imposed by the New Decree.

The Capital Markets Board (“CMB”) issued an announcement on September 27, 2018, on its website and addressed the much-disputed status of digital tokens and Initial Coin Offerings (“ICO”). In this announcement, the Capital Markets Board stated that it does not regulate or supervise ICOs, and also noted that it does not regulate or supervise most practices in which blockchain technologies are being used, such as cryptocurrency offerings and token offerings.

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ELIG Gürkaynak Attorneys-at-Law

ELIG Gürkaynak Attorneys-at-Law is an eminent, independent Turkish law firm based in Istanbul. The firm was founded in 2005. 

ELIG Gürkaynak is committed to providing its clients with high-quality legal services. We combine a solid knowledge of Turkish law with a business-minded approach to develop legal solutions that meet the ever-changing needs of our clients in their international and domestic operations.

We have a legal team of 90 people. ELIG Gürkaynak lawyers have the knowledge and experience to assist clients in all fields of law. ELIG Gürkaynak’s core strengths are corporate law, mergers & acquisitions, competition law, anti-corruption, white collar irregularities, EC law, Internet law, technology, media & telecommunications law, data protection & privacy law, banking and finance law, litigation, energy, oil & gas law, administrative law, real estate law, anti-dumping law, pharma and healthcare regulatory, employment law and intellectual property law.

As an independent Turkish law firm, ELIG Gürkaynak collaborates with many international law firms on various projects.

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