Law No. 4054 on the Protection of Competition (“Competition Law”) applies to merger and acquisition transactions ("Transactions") since they may lead to consequences such as establishing/strengthening a dominant position or restricting effective competition in the market. Additionally, as per Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board ("Communiqué"), some Transactions are subject to the Competition Board's ("Board") approval. In this regard, the Turkish Competition Authority ("Authority") releases the Mergers and Acquisitions Overview Report each year to describe the overview of the Transactions examined within its body and thus provides a breakdown of the Transactions that took place in the market as along with a broad market overview. The Mergers and Acquisitions Report for 2022 ("Report") was published and made public by the Authority on January 6, 2023.
Contributed by Guleryuz & Partners.
The “Regulation on Electronic Commerce Intermediary Service Providers and Electronic Commerce Service Providers” ["Regulation"] was published in the Official Gazette no. 32058 dated December 29, 2022 and abolished the previous Regulation on Electronic Commerce Service Providers and Intermediary Service Providers published in the Official Gazette dated 26.08.2015 and numbered 29457.
In its judgment dated June 28, 2022 and numbered 2018/6161, published in the Official Gazette dated December 20, 2022 and numbered 32049, the Constitutional Court ruled against the GSM operator that had rejected to provide phone line records upon the GSM owner’s request, on the grounds that as a result of such rejection, the right to effective remedy in connection with the right to request the protection of personal data within the framework of the right to respect for private life was violated.
Pursuant to the Regulation on Unlicensed Electricity Production in Electricity Markets [“Regulation”] [available in Turkish only], it is possible to generate electricity without being obliged to obtain a license / pre-license from the Energy Market Regulatory Authority [“EMRA”] or incorporate a company. Accordingly, the consumers can meet their electricity needs from their own generation facilities that are in the vicinity of the consumption points and sell the surplus electricity limited to the previous year's consumption.
The Decree on the Determination of the Companies Subject to Independent Audit ["Decree"] No. 6434 published in the Official Gazette dated November 30, 2022 and numbered 32029, abolished the Decree on the Determination of the Companies Subject to Independent Audit No. 2018/11597 dated March 26, 2018, published in the Official Gazette dated May 26, 2018 and numbered 30432, and amended the thresholds of the criteria for determining the companies subject to independent audit while also amending the scope. These amendments aim to adapt the scope of independent audit to today's needs and to harmonize with the EU regulations.
The requirement of social isolation caused by the global pandemic, has brought forth a new world order. During this period, workplaces invested in technology in order to preserve their business and enhance their productivity while starting to conduct almost all their activities through digital communication channels. Home offices/remote work that began during such period now became a permanent working model across different sectors.
Turkish Commercial Code No. 6102 [“TCC”] stipulates that the carrier shall be liable for the damages caused by the loss, damage or delay of delivery of commodity within the period from the takeover of commodity for carriage to delivery of it. The legal nature of the carrier's liability in this context is strict liability. This means that even if the carrier has no fault in incurrence of damages, they should still be liable. However, this liability is not absolute. As a matter of fact, the carrier can be released from liability on the grounds set out in the law or by proving that they have taken the greatest care.
The main obligation of the transport and logistics companies, i.e., carrier in contracts of carriage is to take the commodity from one place to another and deliver it to the consignee. The carrier is obliged to deliver the commodity in the form and condition in which it was received. Therefore, the carrier also undertakes the obligation to preserve the commodity under its control while performing the contract of carriage.
The Law on the Amendment of Press Law numbered 7418 and Some Other Laws [“Amendment Law”] published in the Official Gazette No. 31987 dated October 18, 2022. While the amendments adopted mainly in the Press Law significantly expand the scope of this law, the Amendment Law also includes new regulations with regard to online news tools, the number of which are increasing day by day as opposed to printed media.
With the Draft Communique on Principles Regarding Companies Whose Shares Will Be Traded on the Venture Capital Market [“Draft Communique”] published in the Official Gazette on 20 September 2022, it will be possible to sell shares of a non-public joint stock company to qualified investors on the stock with the status of a public company. The Draft Communique also regulates the liabilities and exemptions of such companies. It is expected to enter into force soon following collecting public opinion.
In the past few years, Turkey has experienced a veritable tech miracle. A swath of start-ups, primarily in the gaming and e-commerce sectors, has attracted multi-billion-dollar investments and achieved record valuations. Two companies have even reached decacorn status – a valuation of over USD 10 billion.
For the last few years, and especially since the second half of 2021, Turkey has been struggling with an ever-growing financial and economic crisis. Dubbed as one of the “Fragile Five” economies in financial circles, the country has long been seen as a developing economy with a high degree of dependence on foreign investment and US monetary policy, limiting its power to control and contain financial emergencies.
With the Regulation Amending the Distance Contracts Regulation [“Amendment Regulation”] published on the Official Gazette on 23 August 2022, many amendments were introduced to the Distance Contracts Regulation [the “Regulation”] published on the Official Gazette numbered 29188 and dated 27 November 2014. Many of these amendments aim to provide harmonisation with the amended Law no.6563 on the Regulation of Electronic Commerce [the “Law”] on 7 July 2022, and to regulate the liabilities of intermediary service providers in a comprehensive manner.
Electricity generation, transmission, distribution, and trade are considered public services by court decisions. The liberal economy policies enforced following the entry into force of the 1982 Constitution also find their place in the electricity market. Accordingly, providing the public services via civil law contracts was made possible with the amendments to the Turkish Constitution in 1999.