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As known, several months ago, Whatsapp Inc. had informed its users about the update on the terms of use and privacy policy and announced that “the users must consent to their WhatsApp data being shared with Facebook companies in order to continue using WhatsApp, otherwise as of February 8, 2021 they will not be able to use WhatsApp”. This update stirred a huge debate among users, and millions stopped using the app. That being said, on January 12, 2021, the Personal Data Protection Authority [“Authority”] initiated an ex officio investigation as to whether WhatsApp infringed Article 15 of Turkish Personal Data Protection Law No. 6698 [“Law No.6698”]. 

On June 1, 2021, CEE Legal Matters reported that the Ozbek law firm had advised Tarentum on Bogazici's Ventures investment of USD 1.4 million into Tarentum, a developer of machine learning and artificial intelligence technology solutions. CEE In-House Matters spoke with Bora Tokyay, Managing Director at Tarentum, to learn more about the matter.

With the introduction of Turkish Data Protection Law No. 6698 (the KVKK) back in 2016, data privacy has become an important aspect of M&A transactions and due diligence processes. Concerned about the potential administrative fines under the law and the strict scrutiny of the Turkish Data Protection Authority (DPA), buyers started to place greater importance on the compliance of target companies’ privacy practices with the law.

On April 13, 2021, Turkish Constitutional Court [the “Court”] ruled that the applicant's right to property is violated because his assets have been restricted by a preliminary injunction for 15 years. The judgement emphasized that for a preliminary injunction restricting right to property to be deemed proportionate, proportionality should be established in terms of both the scope and the duration of the injunction.

The Board of Directors ["Board"] is the main management body of a joint stock corporation. Accordingly, the Board members have extensive management and representation duties. Given that such broad duties inherently carry the same level of liability risk, legal liability of the Board members has always been a critical topic. [For detailed information on the legal liability of Board members and the liability lawsuit you can refer to our article: “Legal Liability of Board of Directors Members”]. The Board, as the representative and administrative authority, must be able to support the corporation in reaching the intended goal, fulfill the management duties without hesitation, and take independent decisions. Therefore, considering the magnitude of the liability risk, a warranty mechanism –insurance– to balance the increasing liability of the Board has been discussed for many years as an indispensable element in liability cases. Today, the "Board of Directors’ Liability Insurance" [“Board Members Liability Insurance”] has already become as a widely used insurance type throughout the world, from United States to England and Continental Europe to Germany, Japan and Turkey. Issuance of this easily accessible insurance policy provides a significant assurance for the Board members.

The relationship between a joint stock corporation and its board of directors ["Board"] is established by the acceptance of duty by the Board member, who is elected by the general assembly of shareholders or exceptionally by the Board. As a result, a contractual relationship is established between the corporation and the Board member.

Protection of the share capital is one of the fundamental principles of the Turkish Commercial Code [“TCC”]. In this respect, capital loss and negative equity [the so-called “technical insolvency”] are regulated under Article 376 of the TCC, and a Communiqué was enacted to set the rules regarding the application of this Article. As a result of the unpredictable fluctuations in foreign exchange rates in the economy as well as the negative impacts of the Covid-19 pandemic on the financials of the companies, Article 376 of the TCC gained a special popularity among the Turkish companies in recent years. Accordingly, this article explains the situations where capital loss and technical insolvency may emerge and the measures that should be taken in the given circumstances. The article further elaborates on the new rules adopted to reduce the negative effects arisen from the drop of Turkish Lira and the Covid-19 pandemic. The potential liability of the directors that may arise in case the necessary actions are not taken is also addressed.

From the outset, the Covid-19 Pandemic has significantly affected the usual rules of conduct and, as a natural consequence, commercial activities of businesses. How this "extraordinary" situation, which no one could foresee or could be expected to predict, would impact legal relationships has been the subject of numerous debates that are yet to be concluded.

As a large country with a population of over 82 million and a comprehensive public and private healthcare system designed to provide an accessible and equitable medical service to each and every person living in Turkey, the potential for every life science-related sector in the country could easily be deemed as advanced.

As a result of the increasing global trade, the international debt collection has become a more important issue nowadays. Given that debt collection proceedings vary across countries, this article explains the costs of initiating execution proceedings in Turkey.

Release is one of the primary resolutions the shareholders can adopt regarding board of directors [“Board”] members. With release, the general assembly approves the transactions carried out by the Board members during the relevant fiscal year in terms of their economic and legal consequences. Hence, the corporation loses the right of action upon release. As such, the release resolution is considered to be a “negative acknowledgement of debt” and therefore removes any debt.

On July 14, 2021, the Law No.7332 Amending the Animal Protection Law and Turkish Penal Law [“Amendment Law”] was published in the Official Gazette, and accordingly, the following significant amendments have been introduced to the Animal Protection Law No. 5199 [“APL”].

CMS' Malgorzata Surdek-Janicka has been appointed as Vice-President of the International Court of Arbitration at the International Chamber of Commerce in Paris. Aside from Surdek-Janicka, 33 lawyers from CEE were appointed as members and alternate members of the court.