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COMMERCIAL LAW
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trade name needs to be distinguished from a previously registered trade
name, affixes will be added to the trade name to be registered.
Provisions on Group Companies
The TCC regulates in detail group companies for the first time, and
although it does not define the term “dominance”, which is the main
determining factor in provisions related to group companies, it states in
detail the means of dominance. The Regulation readdresses the definition
of group companies in line with the TCC. However, the definition of the
dominance agreement is made for the first time with the Regulation. The
TCC only regulates the validity conditions of dominance agreements
without providing any definition. The Regulation introduces specific
provisions on whether facility or shareholder agreements constitute
dominance agreements or not, issues much debated among scholars. A
dominance agreement is an agreement which grants a party the authority
to unconditionally control the managing organ of an equity company, also
party to the agreement. For a dominance agreement to be valid, it must
be registered with the trade registry in the region where the controlled
company is headquartered.
Article 198 of the TCC lays down the obligation to notify to the
registry all share acquisitions exceeding certain thresholds in equity
companies. The Regulation stipulates how this notification shall be made.
However, the Regulation narrows the scope of this obligation as put forth
under the TCC. Pursuant to the Regulation, the relevant notification need
only be made if the purchaser or the seller of the relevant shares is a
member of a group company.
The Regulation further includes provisions governing the calculation
methods for voting and shareholder equity, and cross shareholding. The
term “undertaking” is not defined under the Regulation.
Merger, Spin-off and Conversion
The By-Laws only regulated mergers with regards to company
restructuring transactions. In parallel with the new provisions introduced
by the TCC, the Regulation includes more detailed provisions on
mergers and regulates spin-off and conversion transactions. All necessary