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COMMERCIAL LAW
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on the same or similar subject in a written form. Those shareholders may
claim against the dominant enterprise, the indemnification of their losses
or the purchase of their shares at the prices determined as per the code.
The statute of limitations for such lawsuit is two years as of the date on
which the general assembly decision is taken or the board resolution is
announced.
Liability Arising out of Trust
As per art. 209 of NCC, in the case that the reputation of the group
reaches to a level which provides trust to the consumers, the dominant
company is liable as trustee which stems from this reputation.
The liability set forth herein is against the parties who enter into a
commercial relation with the subsidiary company. The transaction entered
into by and between the third party and the subsidiary company should
be conducted as a result of the use of group reputation effectively and for
developing trust especially for this transaction.
The protection of trust herein is not abstract. This is a culpable liability
and it should be determined whether the dominant company reputation is
used or how it is used in each case.
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It is necessary to interpret the “use of
reputation” in a very narrow way.
Special Situations
Cross-Shareholding
Within the concept of group of companies, besides the means of
dominance, the phenomenon of cross-shareholding introduced to the
Turkish Law for the first time for the purposes of harmonization of law
with the European Union Regulations under art. 197 of NCC. According
to this, companies which hold at least one forth of each other’s shares are
in cross-shareholding situation.
Pursuant to NCC art. 201, the companies, which entered into such
cross-shareholding relation wittingly, can only use one forth of their
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Preamble, art. 209.