New Cybersecurity Management Obligations and Liabilities under NIS2 Directive
The Directive (EU) 2022/2555 on measures for a common level of cybersecurity across the Union (the “NIS2 Directive”) was published in December 2022 and entered into force on 16 January 2023. It repealed the previous Directive (EU) 2016/1148 on measures for a high common level of security of network and information systems across the Union,…
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Artificial Intelligence-Based Services and Security of Company Data
While we talk about the many benefits of AI technology, we should not ignore the data protection and privacy concerns raised by services that use this technology. After all, artificial intelligence is a technology that feeds on the data provided by users and constantly trains itself. Chatbots, which are very popular nowadays, use the content…
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New Adequacy Decision for EU-US Data Privacy Framework
The European Commission has adopted an adequacy decision for the European Union – United States (EU-US Data Privacy Framework (DPF). Within the framework of this adequacy decision; starting from July 10, 2023, personal data will be freely and securely transferred between the European Union and participating United States companies. Background of the decision Since 2021,…
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Best Practices For Clickwrap Agreements
Clickwrap agreements are online agreements where users agree to the terms by clicking a button. Clicking a button expressing consent is deemed to be acceptance of the terms of the agreement. The most common examples of clickwrap agreements are website terms of use of websites and end-user licences for Services as a Software (SAAS) and…
Tips on Software as a Service (SAAS) Contracts
Software as a service (SAAS) contracts are different than regular ordinary service agreements or license agreements. To put it simply, software license agreements allow the buyers to copy the software on their devices whereas SAAS contracts allow the users to access the software via a web browser and benefit from it as a service during…
Amazon Turkey Decision and its implications on data transfers to third countries
The Turkish Personal Data Protection Board (“Board”) adopted a decision regarding Amazon Turkey at the beginning of this year, on the 27th of February (“Amazon Turkey Decision”). Amazon Turkey Decision has touched upon several issues regarding Turkish Data Protection Law but this article focuses only on the sections regarding transfer of personal data to third countries. …
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Your responsibilities to your customers as a data processor
The Turkish Data Protection Law defines a data controller as “the natural or legal person who determines the purposes and means of processing personal data and is responsible for the establishment and management of the data filing system”. According to the guidelines that the Turkish Data Protection Board has published on its website, “data processors…
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E-Commerce and the New Commercial Electronic Message Management System Under Turkish Law
What is a commercial electronic message? Regulation on the Commercial Communication and Commercial Electronic Messages published in the Official Gazette dated 15 July 2015 defines commercial electronic messages as “messages with data, voice and image contents which are electronically sent for commercial purposes by using vehicles such as telephone, call centers, fax, automated call systems,…
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Data Processing Agreement (DPA) Under Turkish Data Protection Law
Data controllers who wish to entrust their data processing activity to a third party must appoint such third party as the data processor on behalf of them with a contract. The said contract under which a data controller authorizes a third party to process personal data on their behalf and in accordance with their instructions…
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Joint Stock Companies Under Turkish Commercial Law
Joint stock companies (“JSC”) incorporated in Turkey are called “anonim şirket”/ “A.Ş.” and they are regulated by the Turkish Commercial Law. JSCs are companies with a liability limited to their assets. Incorporation A JSC can be incorporated with one or more shareholders, that can be either real persons or legal entities. Shareholders of a JSC are only liable…
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Voting Agreements
Joint stock companies have two governing bodies, namely the general assembly and the board of directors. While the general management of the company is under the responsibility of the board of directors; the general assembly on the has certain exclusive duties, which cannot be delegated to the board or another corporate body. Amendment of the…
Accredited Angel Investors
Did you know that in total 357 angel investors have been accredited since 2013 in Turkey? It is a fact that the enterprises at their start up stages encounter difficulties to access the financing they need and this is why they seek contributions of angel investors. A new system called Individual Participation System (IPA) to…
Borsa İstanbul Private Market
Private market is a market that enables share purchase and sales between companies, qualified investors and angel investors without a public offer through a web platform (www.bistozelpazar.com). One of the main objectives of the Private Market is to support development of entrepreneruial ecosystem and investment environment. Transactions conducted in the Private Market are governed by the Turkish…
Letter of Intent
Once start-ups seek investment, the first document they are confronted with is a letter of intent (“LoI”). [1] If negotiations go as planned, a share purchase agreement or share subscription agreement and a shareholder agreement are signed. The scope of this article will be limited to the Letter of Intent. Letter of intent can be…
Disclosure Letter
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…
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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…
