Representation and warranties (“R&Ws”) constitute a large part of the share purchase agreements. R&Ws are given under several categories such as the material agreements of the company, employment, regulatory, loans and debts and litigation. Prior to the signing of the agreement each and every R&Ws must be reviewed and confirmed one by one. Otherwise, a […]
Distribution of Advance Dividend In Joint Stock and Limited Companies
The main purpose of commercial companies is to generate profit and distribute such profit, named as dividend, to the shareholders on certain dates. According to Article 509-(2) of the Turkish Commercial Code (“TCC”), dividends may be distributed only out of the net profit for the period and voluntary reserves. However, the Communiqué on the Distribution […]
Loss of Share Capital in Joint Stock Companies
The notion known as the “technical bankruptcy” which was regulated by Article 324 of the former Turkish Commercial Code No. 6762 (“Former Code“) is regulated within Article 376 of the new Turkish Commercial Code No.6102 (“New Code“). Pursuant to Article 324 of the Former Code, the board of directors had the duty to notify the […]
