Newsletter-21

17 COMMERCIAL LAW merged by a current or newly established company 1 . The magnitude and value of each element of the company to be separated from the company via spin-off shall be evaluated in terms of Turkish Liras, and the assets to be transferred to the acquired company shall be explicitly determined and listed. This operation shall be conducted by the parties to the spin-off agreement, or by the party preparing the spin-off plan 2 . Since the assets of the spun-off company are distributed into both full and partial spin-off operations, the assets of the transferred company shall not be entirely devolved to the acquiring company or to the newly incorporated company, yet such assets shall be devolved to such companies, partially. Therefore, the principle of “partial com- plete succession” comes into question in spin-offs. Partial complete successions are subject to the principles of complete successions. The mere difference is the fact that partial complete successions are a form of complete successions that are allocated to portions of assets 3 . Ad- ditionally, it is also stated in the preamble of Art. 159 of the TCC that the assets being acquired are transferred to the acquiring company as a result of partial complete successions. One of the most significant issues with regard to the applicability of the spin-off is that together with the finalization of a valid spin-off, the legal transfer thereof actually finalizes via a single operation (“uno actu” and “ipso iure”) as per the law. Consequently, as per the prevail- ing view of the doctrine, all agreements of the spun-off company that takes part in the spin-off operation, shall ex officio be transferred to the acquiring company or companies, via a single operation, as per the law. As far as the sequence of actions is concerned, initially, the mana- gerial body should request the registration of the resolution regarding the spin-off. Again, in a partial spin-off, if the capital of the company must be decreased, the amendment to the articles of association pursu- ant to the capital decrease must also be registered. There are numer- 1 Tekinalp Ünal , Sermaye Ortaklıklarının Yeni Hukuku, 4th Edition Istanbul 2015, p. 731. 2 Tekinalp Ünal , Sermaye Ortaklıklarının Yeni Hukuku, 4th Edition, Istanbul 2015, p. 731. 3 Tekinalp Ünal , Sermaye Ortaklıklarının Yeni Hukuku, İstanbul 2013, s. 666.