NEWSLETTER-2019-metin

66 NEWSLETTER 2019 Evaluation on Prohibition of Financial Assistance within Certain Scenarios* Att. Melisa Sevinc Atilganer Introduction The prohibition of financial assistance is one of the most sig- nificant changes introduced with Turkish Commercial Code No. 6102 (“TCC). The said prohibition is regulated in connection with limitations on the acquisition of a company’s own shares. In principle, Article 380 of the TCC was regulated in order to prevent the evasion of Article 379 1 . Through Article 380, in line with the restrictions on the purchase of a company’s own shares, the legislator aims to avoid potential losses that might arise due to financing the purchase of the shares through its own assets, to be incurred by the shareholders, who do not participate in such transaction, and by creditors of the company. Article 380 of the TCC foresees that “ legal transactions con- cerning granting advance, loans or securities concluded between the company, and another person for the acquisition of its own shares are null and void ”. Even the literal meaning of the Article appears to list a limited number of transactions that are subject to the prohibition. It is accepted in the doctrine that these transactions are considered to be exemplary based on the statement given in the preambles of the Article 2 . In the said preambles, it is stated that “ considering the ratio legis of the regulation, the expression of legal transactions concerning granting advance, loans or securities should be broadly interpreted. The said expression covers all types of the said transactions. ” * Article of June 2019 1 Tekinalp, Ünal : Sermaye Ortaklıklarının Yeni Hukuku, Istanbul, 2013, p. 85. 2 Gürel, Murat : Şirket Birleşmelerinde Finansal Destek Verme Yasağına ilişkin TTK 380.1 Uygulanabilir mi? , BATIDER, 2013, p. 211.