NEWSLETTER-2020-metin

22 NEWSLETTER 2020 For instance, resolutions of the boards of directors to sell and transfer companies’ assets below market value to shareholders and third par- ties in order to redirect assets from creditors shall be null and void due to the violation of good morals. Similarly, resolutions of the boards of directors that establish payments, such as high wages or honoraria to board members, companies’ employees, or persons doing business with the company, that are disproportionate to their services, or to the financial status of the company shall be null and void because, on the one hand, they cause a decrease in the company’s assets and, on the other hand, are contrary to good morals. The Procedure and Consequences of Determination of Nullity A lawsuit regarding a null and void board of directors’ resolution shall be directed to the company, and is a declaratory lawsuit con- sisting of the request for determination of nullity only. It is always possible to assert this claim as an objection in a lawsuit, or to bring it forward without a lawsuit; the judge and the trade registry officer, in case of a resolution subject to registration, must ex officio take nullity into account 12 . As appropriately stated in the preamble of the Article, a case for determination of nullity may be filed by anyone with a legitimate inter- est, without being subject to any time limit 13 . “Anyone” also includes the creditors of the company according to some legal scholars 14 . Consequences of nullity shall be established according to the gen- eral provisions as stated in the preamble of the Article 15 . Accordingly, determination of nullity of a board of directors’ resolution shall result in the invalidity of the resolution as of the date the resolution has been adopted, and in the invalidity of the transactions and practices carried Sakatlığı Konusunda Getirilen Düzenlemelerin Değerlendirilmesi” , Finansal Araştırmalar ve Çalışmalar Dergisi, C. 3, S. 5, Y. 2011, https://dergipark.org.tr/tr/ download/article-file/3981, p. 61-62 (Access date: 10.12.2020). 12 Pekdinçer , p. 675-676. 13 The Preamble of Article 391 of the TCC. 14 Pekdinçer , p. 676. 15 The Preamble of Article 391 of the TCC.