NEWSLETTER-2019-metin

56 NEWSLETTER 2019 The Article contains no clarification as to whether the primarily liable company may be the company subjected to spin-off (assignor company). Nevertheless, the preambles of the Article refer to the as- signee while describing the primarily liable company, and it is clear that the company that is primarily liable cannot be the assignor com- pany 4 . Lastly, as the Article does not contain any limitation with respect to the term of the responsibility, the secondary liability shall be subject to the statute of limitation that the respective receivable is subject to 5 . Conclusion Through a spin-off of a portion of the assets of the company, which constitutes security of the receivables of the creditors of the company that are subject to spin-off, these are transferred without the creditors’ consent 6 . Additionally, depending on the distribution of the assets that are subject to the spin-off, the risk of potential loss of creditors of the company that takes part in the spin-off transaction as assignee may be raised. In this regard, the TCC stipulates certain obligations with respect to making certain announcements through the spin-off process; with respect to granting collaterals and joint liability. Article 176 of the TCC that regulates joint liability for the compa- nies participating in spin-offs, does not clarify the subjects described above. Therefore, the courts may accept an implementation of this Article that may go beyond the original objective maintained by the legislator. 4 Coştan, Hülya : Bölünmeye Katılan Şirketlerin Müteselsil Sorumluluklarının Sınırlandırılması, p. 234. http://dspace.marmara.edu.tr/bitstream/handle/11424/2102/5000001563- 5000000614-PB.pdf?sequence=1. (Access date: 01.04.2019). 5 Çebi, Hakan : Türk Ticaret Kanunu Tasarısı’na Göre Anonim Ortaklıkların Bölünmesi, Istanbul, 2011, p. 264. 6 Pulaşlı , p. 130.