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COMMERCIAL LAW
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votes, liquidation shares, and certain rights
in rem
to be represented on
the BoD. The aforesaid possibility was not regulated under the TCC, but
recognized by the precedents of the Court of Appeal. As the ongoing
precedents of the Court of Appeal recognize “the preferential right of
groups”, the New TCC has included these precedents within the scope of
the new code.
The Possibility for Legal Entities to Be Directors
According to the TCC, only real persons are entitled to be directors.
As the legal entities could not be directors, real persons were chosen to
represent legal entities, and these persons held the director title. Pursuant
to the New TCC, legal entities are entitled to be directors themselves.
Therefore, it will be possible to hold legal entities responsible. According
to the TCC, as the director title belongs to the representative of the legal
entity, the legal entities could not be held responsible as directors. This fact
leads to an unjust practice which does not permit financially strong legal
entities to be held responsible. In accordance with the new provisions, as
the director title is bestowed upon the legal entity, responsibility will also
be imposed upon the legal entity. On the other hand, as the legal entity
is not able to attend BoD meetings itself, a real person designated by the
legal entity will attend the meetings.
Board of Directors Meetings
The meeting and resolution quorums of the BoD are set forth in
Article 330 of the TCC. The aforesaid article caused misinterpretations
as it used the expression of
“at least one more than half the number of
members”.
These misinterpretations are eliminated by Article 390 of the
New TCC. The aforesaid article prefers the expression,
“the majority of
the members”
instead of the expression
“at least one more than half the
number of members”.
Therefore, confusions that can arise concerning the
BoDs consisting of an odd number of directors are prevented.
The ambiguity concerning the decisions taken by circulation and
signature of a resolution text among the directors has been eliminated.
Provisions of the TCC remained silent about whether the signatures of
the directors were required to be on the same paper or not. The New TCC