Introduction to Law Dersi 8. Ünite Sorularla Öğrenelim

Commercial law generally focuses on commercial transactions. The scope and extent of commercial law is vast. In some jurisdictions commercial law is partly considered within the scope of law and economics.

What is “Commercial Enterprise”?

The following are the key elements that should be sought for a commercial enterprise:

i) The will/purpose of the enterprise to generate income above a certain treshold (above the level of a craftsman enterprise)

ii) Continuity

iii) Independence

What is “Articles of Association (AoA)”?

The parties (shareholders/partners) establishing the company enter into a contract titled “Articles of Association (AoA)”.

Competition is generally defined as a contest where economic decisions can be taken freely by the undertakings in the markets for goods and services.

According to article 55, what are some examples of “unfair competition”?

• Advertisement and sales methods, which violate the rule of good faith and other illegal acts,

• Inducement breach or termination of contract,

• Unauthorized utilization of others’ business products.

• Revealing production and business secrets unlawfully,

• Not complying with general business conditions,

• Using general business terms and conditions, which violate the rule of good faith.

Who may bring a legal action in cases of unfair competition?

Persons whose economic interest are damaged or jeopardized.

Customers whose economic interests are infringed.

Professional or economic associations

What are the types of legal actions that might be brought before the court in cases of unfair competition?

i. Action for declaratory relief

ii. Termination (Injunction)

iii. Action for restitution of the unlawful situation

iv. Action for damages

v. Publication of the Judgement

vi. Precautionary Measures (TCC Article 61) and Civil Procedural Law Article 389-399

vii. Liability of Employers and Entities

viii. Statute of Limitations in Unfair Competition Cases

ix. Liability of the Press

It is another area of law which is directly related to functioning of the markets and consumer welfare. Competition Law is one of the major sub areas of law and economics which is an emerging area in Turkish legal system.

Competition laws regulate three major areas that may distort competition in the market. These are:

1. prevention of all kinds of agreements, and concerted practices between undertakings and anti-competitive decisions of associations of undertakings,

2. the prevention of abuse of dominant position and

3. the control mergers and acquisitions which may distort competition.

What is the purpose of “Competition Law”?

The purpose of Competition Law is set forth in Article 2 as ‘‘…to establish a system in the markets for goods and services by means of regulation, supervision and prevention of abuse of dominant position by undertakings and associations of undertakings and agreements, decisions and concerted practices which have as their object or effect the prevention, restriction or distortion of competition’’.

Pursuant to Article 3 of TCC, all matters regulated in the law are considered as commercial business and all matters (businesses and acts) concerning a commercial enterprise are considered as commercial.

How are the types of companies listed in the TCC?

The types of companies listed in the TCC may be grouped as corporate and non- corporate forms of companies.

• Joint Stock Company

• Limited Liability Company

• Cooperative Company (Cooperatives)

• Collective Company

• Commandite Company

The types joint stock corporation and limited liability company are the most common types preferred in business life in Turkey.

What three organs “a joint stock corporation” must have to function?

i. Shareholders General Assembly

ii. Board of Directors

iii. Statutory Auditors

Article 173 sets forth the duty of the State on measures to protect and support craftsmen and artisans.

Article 172 is a specific provision for the protection of consumers that sets forth the duty of the State to take measures to protect and inform consumers and encourage the initiatives to protect themselves.

What does “Article 57 of TCO (Turkish Civil Code)” regulate against unfair competition?

Article 57 of TCO regulates unfair competition as a special type of tortious activity for non- commercial relations. It is based on the idea and general principle of protection of freedom to act in the economic area in order to protect the economic personality stated in Article 24 of the Turkish Civil Code.

Article 54 sets forth an objective and broad criterion and unlike the earlier version of the Law also makes clear that unfair competition may not be only between two rivals.