NEWSLETTER-2019-metin

57 COMMERCIAL LAW Transfer of Employee Rights and Claims in Company Spin-offs* Att. Merve Bakirci Introduction Turkish Commercial Code numbered 6012 (“TCC”) governs the provisions in relation to company spin-offs, where a company trans- fers certain assets, or a part of its business, to another company, or to a company that shall be newly established by way of the spin-offs. Spin-offs may be regarded as a restructuring model, and compa- nies choose to utilize spin-offs for different reasons and in different ways. For instance, a company may choose to make a spin-off transac- tion due to risk management, marketing, financial or economic rea- sons, and may choose to use a partial or full spin-off 1 . In a full spin-off, all assets and business of the company are divided and transferred to the transferee, and the shareholders of the transferor company acquire the shares 2 . The transferor company ceases its legal existence, and the transferee company enjoys its legal existence with the transferred as- sets or businesses. In a partial spin-off, some of the assets and business of the company are divided and transferred to the transferee 3 . In this case, the transferor may preserve its legal existence, only without the transferred assets or businesses. Having said this, due to the nature of spin-off transactions, both partial and full spin-offs require the transfer of certain assets, busi- nesses, agreements and employees so that the transferee may utilize its trading functions. For the purposes of this newsletter article, we * Article of August 2019 1 Helvacı, Mehmet : Anonim Ortaklıkların Bölünmesi, Istanbul, 2004, p. 9-14. 2 TCC, Article 159(1)(a). 3 TCC, Article 159(1)(b).