Newsletter-21

25 COMMERCIAL LAW the dependent company have complied with such instructions, they cannot benefit from the non-liability protection. There are no different provisions regarding the creditors of the dependent company who incurred losses, and they are, again, entitled to file compensation claims against the dominant company and its mem- bers of the board of directors who are liable for such losses, provided that the losses have not been equalized within the same activity period or an equal right to claim has not been vested. Regarding the receivables arising from loans or similar reasons, defendant dominant company and its members of the board of directors may dispose of liability by evidencing that the claimant creditors have entered into the relationship that has given rise to the subject receivable by knowing that an equaliza- tion has not been made, or a right to claim has not been vested, or should have known due to the circumstances of the transaction. Conclusion Dominance does not entitle the dominant company to exercise such unlawful power against the dependent companies. Exercise of domi- nance by the dominant company so as to cause losses to the depend- ent company is deemed unlawful. The transactions that the dependent company was made to conclude are not unlawful themselves, but the unlawfulness arises in terms of exercise and enforcement of dominance. In the event of unlawful exercise of dominance, if the incurred losses have not been equalized within the activity period in which the transac- tion was concluded, or the dependent company has not been vested a right to claim in equal value until the end of such activity period at the latest by indication as to how and when the losses will be equalized, each shareholder and creditor of the dependent company may request compensation of losses by the dominant company and its members of the board of directors who caused the losses to the dependent company. In cases of full dominance where a commercial company directly or indirectly holds one-hundred percent of the shares and voting rights of a capital company, members of the board of directors of the dependent company shall be, in principle, obliged to comply with the instructions of the dominant company even if they are in a nature to cause losses to the dependent company and cannot be held liable against the company and shareholders due to such compliance.