School/Faculty/Institute Graduate School
Course Code HUK 510
Course Title in English Current Issues in Company Law
Course Title in Turkish Şirketler Hukukunun Güncel Sorunları
Language of Instruction TR
Type of Course Flipped Classroom,Lecture
Level of Course Advanced
Semester Spring
Contact Hours per Week
Lecture: 2 Recitation: Lab: Other:
Estimated Student Workload 158 hours per semester
Number of Credits 6 ECTS
Grading Mode Standard Letter Grade
Pre-requisites None
Co-requisites None
Expected Prior Knowledge None
Registration Restrictions Only masters students
Overall Educational Objective To learn the legal framework of company law and relevant judicial decisions.
Course Description In light of Court of Cassation decisions, the Course will focus on types of business organizations, main features of corporations, concept of control in corporate groups, management and audit specifically in joint stock and limited liability companies, general meetings, transfer of shares, preference shares, dissolution, shareholders’ squeeze-out and sell-out rights.

Course Learning Outcomes and Competences

Upon successful completion of the course, the learner is expected to be able to:
1) Knows the types of companies recognised by Turkish Law.
2) Knows the types and basic characteristics of commercial corporations.
3) Knows the concept of dominance in group of companies and the consequences of abuse of dominance.
4) Knows the structure, duties and powers of the board of directors in joint stock companies and the conditions of validity for board decisions.
5) Knows the structure, duties and powers of the general assembly in joint stock companies and the conditions for validity of its decisions.
6) Knows the concept of preference shares in joint stock companies and the principles of protection of such shareholders.
7) Knows the principles regarding share transfer in joint stock compaies.
8) Knows and discusses the grounds for and consequences of termination of joint stock companies.
9) Knows the principles regarding share transfer in limited liability companies.
10) Knows the principles of squeeze out and exit of partners from limited liability companies.
11) Knows the grounds and actions for liability in joint stock and limited liability companies.
Program Learning Outcomes/Course Learning Outcomes 1 2 3 4 5 6 7 8 9 10 11
1) An enhancement of the theoretical and practical skills obtained during the undergraduate degree for the subjects within the domain of public law.
2) An updated knowledge of developments in jurisprudence and legislation.
3) An ability to diagnose sources of legal disputes in the domain of public law, and to apply rules and regulations for solving these disputes.
4) A capability to critically analyse existing regulations and theory and to propose new insights to old and new problems occurring in the domain of public law.
5) An ability to describe processes and theories both verbally and in writing on national and international platforms within the field of public law.
6) An awareness of social, scientific and ethical values regarding public law field all related professional activities.
7) An ability to communicate in English both verbally and in writing at European Language Portfolio General Level B2.
8) An understanding of social and environmental aspects of legislative and jurisprudential measures and theories.

Relation to Program Outcomes and Competences

N None S Supportive H Highly Related
     
Program Outcomes and Competences Level Assessed by
1) An enhancement of the theoretical and practical skills obtained during the undergraduate degree for the subjects within the domain of public law. N
2) An updated knowledge of developments in jurisprudence and legislation. N
3) An ability to diagnose sources of legal disputes in the domain of public law, and to apply rules and regulations for solving these disputes. N
4) A capability to critically analyse existing regulations and theory and to propose new insights to old and new problems occurring in the domain of public law. N
5) An ability to describe processes and theories both verbally and in writing on national and international platforms within the field of public law. N
6) An awareness of social, scientific and ethical values regarding public law field all related professional activities. N
7) An ability to communicate in English both verbally and in writing at European Language Portfolio General Level B2. N
8) An understanding of social and environmental aspects of legislative and jurisprudential measures and theories. N
Prepared by and Date FATMA BERİL ÖZCANLI , January 2024
Course Coordinator FATMA BERİL ÖZCANLI
Semester Spring
Name of Instructor Asst. Prof. Dr. FATMA BERİL ÖZCANLI

Course Contents

Week Subject
1) OPENING LECTURE - Introduction to Turkish corporate law, introduction TO the basic features of commercial companies, examination of the legislation
2) Concept of capital in commercial companies; elements that can constitute capital, determination of value, time of payment. Separate analysis of the general provision and regulations specific to each type of company
3) Concept of group of companies; dominance; unlawful use of dominance and its consequences
4) Joint stock company board of directors, election of members, duties and powers of the board, resolutions, validity of resolutions
5) General meeting of a joint stock company, callin the meeting, duties and powers, decision making
6) Invalidity of general meeting resolutions in joint stock companies: nullity, avoidability
7) Minority rights in joint stock companies, concept and examination of minority rights provided by the TCC
8) Capital increase, pre-emptive rights
9) Preference shares in joint stock companies, protection of such shareholders
10) Transfer of shares of joint stock companies, limitation of transfer
11) Termination of joint stock company, reasons for termination, additional liquidation, cancellation of liquidation
12) Release, actions for liability
13) Transfer of limited partnership capital share, procedure, conditions
14) Partner's squeeze-out and exit from limited liability company
15) Finals
16) Finals
Required/Recommended ReadingsOptional books: 1) Mehmet Bahtiyar, Ortaklıklar Hukuku, last edition 2) Gönen Eriş, Ticari İşletme ve Şirketler (3 Cilt), last edition 3) Şaban Kayıhan/ Mustafa Yasan, Şirketler Hukuku, last edition 4) Abuzer Kendigelen, Türk Ticaret Kanunu, Değişiklikler, Yenilikler ve ilk Tespitler, last edition 5) İsmail Kırca/ Feyzan Hayal Şehirali Çelik/ Çağlar Manavgat, Anonim Şirketler Hukuku: Cilt 1: Telem Kavram ve İlkeler, Kuruluş Yönetim kurulu, last edition Cilt 2/2 Genel Kurul Kararlarının Hükümsüzlüğü, last edition 6) Reha Poroy/ Ünal Tekinalp/ Ersin Çamoğlu, Ortaklıklar Hukuku I, last edition Ortaklıklar Hukuku II, last edition 7) Hasan Pulaşlı, Şirketler Hukuku Şerhi, last edition 8) Hasan Pulaşlı, Şirketler Hukuku Genel Esaslar, last edition 9) Oruç Hami Şener, Yargıtay Kararları Işığında Limited Ortaklıklar Hukuku, Seçkin Kitapevi, last edition 10) Ünal Tekinalp, Sermaye Ortaklıklarının Yeni Hukuku, last edition
Teaching MethodsPursuant to the guidance of the lecturer, his/her necessary explanations and information about the course, student participation is ensured. The course is taught within the framework of seminar assignments and presentations prepared by the students. Court of Cassation decisions are provided by the students and discussed during class.
Homework and Projects
Laboratory Work
Computer Use
Other Activities
Assessment Methods
Assessment Tools Count Weight
Presentation 1 % 40
Paper Submission 1 % 60
TOTAL % 100
Course Administration ozcanlib@mef.edu.tr

Derse devam zorunludur. Seminer ödevi hazırlanması ve sunum yapılması zorunludur. Final sınavına giremeyen veya geçerli not alamayan öğrenciye ek final hakkı tanınır. Attendance is compulsory. Preparation of a seminar paper and its presentation is compulsory. Students who fail to take the final exam or fail it are given a make-up exam.

ECTS Student Workload Estimation

Activity No/Weeks Hours Calculation
No/Weeks per Semester Preparing for the Activity Spent in the Activity Itself Completing the Activity Requirements
Course Hours 14 3 2 2 98
Presentations / Seminar 1 10 10
Homework Assignments 1 20 20
Paper Submission 1 30 30
Total Workload 158
Total Workload/25 6.3
ECTS 6