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COMMERCIAL LAW

The TRR describes the group through the presence of a company

and at least two companies that are directly or indirectly dependent on

this company. Accordingly, in order to be considered a “group” as per the

TRR, there should be at least two companies dependent on a dominant

company, or where there is a dominant undertaking, which is not a

company, there should be more than two companies dependent to this

undertaking. In other words, the presence of at least three companies is

necessary in order to be considered a group under the TRR. The quantity

requirement arising out of the “group” definition under Article 105 of the

TRR goes beyond its purpose and displays a characteristic which is not

set forth under TCC for group companies.

The TCC’s provisions on group companies are centered on the

concept of “dominance” with regard to the relationship between the

dominant company and the subsidiary company. Yet, the TCC does not

define “dominance”. It merely sets forth the ways in which dominance

can be manifest based on the degree of “control”, but does not define the

term “control” either. In this respect, the definition of basic concepts is

left to the doctrine and judicial precedents. The concept of “dominance”

is defined by the scholars as the power to determine and control the

investment, operation and finance policies of a company

. Whereas

“control” implies the possession of legal instruments (such as holding

a majority of the votes and a majority in management) which enables

the “controlling” company to affect and direct the decision-making

mechanisms

of another company.

As in the TCC, the concepts of “control” and “dominance” are not

defined in the TRR.

Dominance Agreement

The ways of dominance set forth in Article 195/1 of the TCC are

classified under three headings as dominance through shareholding,

dominance through agreement, and dominance through other ways. The

TRR only mentions dominance agreements, does not regulate dominance

OKUTAN NILSSON

, p. 98.

With reference of

OKUTAN NILSSON

, p. 210, p. 211,

Grundmann

, European Company

Law, Belgium 2007, p. 342.