NEWSLETTER-2019-metin

53 COMMERCIAL LAW Secondary Liability of Companies Participating to Spin-off* Att. Melisa Sevinc Atilganer Introduction Turkish Commercial Code No. 6102 (“TCC”) contains various protections with regard to the creditors of the companies that are par- ticipating to spin-off transactions; as a part of the assets of the com- pany, which constitutes a security for the receivables of the creditors of the company subject to spin-off, are transferred without the credi- tors’ consent 1 . Thus, a capital reduction may be required in the event that the liability fund is reduced 2 . In addition, the risk for creditors in the case of spin-off may also arise inter alia due to a change of debtor, the division of assets or the guarantee, and the fact that the legal per- sonality of the guarantor or the surety has been revoked. The risk of potential loss of creditors may be raised, not only in the company that is subjected to a spin-off, but also in the company which takes part in the spin-off transaction as assignee, depending on the distribution of the assets that are subject to the spin-off. In this context, the TCC stipulates obligations under Article 174 with respect to making certain announcements through the spin-off process; and Article 175, and with respect to granting collaterals and liability systems for the companies participating in spin-offs that differ from general provisions. In addition to the above, Article 168/3 foresees joint liability in spin-offs for debts that are not allocated to any company, and Article 176 foresees secondary liability for the companies that participated * Article of March 2019 1 Pulaşlı, Hasan : Şirketler Hukuku Genel Esaslar, Ankara, 2017, p. 130. 2 Pulaşlı, p. 131.