GRADUATE SCHOOL
PhD in Private Law
HUK 603 | Course Introduction and Application Information
| Course Name |
Corporate Group Law
|
|
Code
|
Semester
|
Theory
(hour/week) |
Application/Lab
(hour/week) |
Local Credits
|
ECTS
|
|
HUK 603
|
Fall/Spring
|
3
|
0
|
3
|
7.5
|
| Prerequisites |
None
|
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| Course Language |
Turkish
|
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| Course Type |
Elective
|
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| Course Level |
Third Cycle
|
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| Mode of Delivery | - | |||||
| Teaching Methods and Techniques of the Course | DiscussionLecture / Presentation | |||||
| Course Coordinator | ||||||
| Course Lecturer(s) | ||||||
| Assistant(s) | ||||||
| Course Objectives | The aim of the course is to examine theoretical knowledge, doctrine and judicial decisions related to the Corporate Group Law at the doctoral level. |
| Learning Outcomes |
The students who succeeded in this course;
|
| Course Description | Corporate Groups are set forth in Art.195 ff. of the Turkish Commercial Code. With these regulations, it is aimed to ensure transparency, accountability and a balance of interests in the relations between parent and subsidiary companies. Considering the fact that the management of companies within the Group differs from that of an independent company, regulations are provided in the TCC to eliminate the negative consequences of the risk of sacrificing the interest of the subsidiary company for the benefit of the group of companies. On the other hand, the interests of the shareholders and creditors outside the group structure are also considered and protected. The origin of the provisions of the TCC are the regulations of the German Stock Corporation Act regarding subsidiaries. In addition, the Swiss Federal Court's "Swissair decision" is taken into account with regards to liability of trust. The concept of Control is also regulated based upon the 7th Company Law Directive of the European Union. For this reason, while examining the provisions of Art. 195 ff. TCC, relevant comparative rules and judicial decisions constituting the basis of these provisions will also be examined. |
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Core Courses | |
| Major Area Courses | ||
| Supportive Courses | ||
| Media and Management Skills Courses | ||
| Transferable Skill Courses |
WEEKLY SUBJECTS AND RELATED PREPARATION STUDIES
| Week | Subjects | Related Preparation |
| 1 | Types of Corporate Groups, Concepts of Controlling Company- Subsidiary- Enterprise | Okutan, Chapter 3 “Basic Concepts”, pp.67-79; Akın, Book 1 “Basic Issues”, pp.44-52; Göktürk, Chapter 1 “Basic Concepts of the Group of Companies”, pp.7-33 |
| 2 | Dominance- Control- Centralized Governance | Okutan, Chapter 3 “Basic Concepts”, pp.81-98. |
| 3 | Types of Control, Criteria of Dominance | Okutan, Chapter 3 “Basic Concepts”, pp.101-160; Akın, Book 1 “Basic Issues”, pp.53-70. |
| 4 | Mutual Participation | Okutan, Chapter 3 “Basic Concepts”, pp.161-217; Akın, Book 1 “Basic Issues”, pp.72-88. |
| 5 | Unlawful Use of Dominance | Okutan, Chapter 4 “The Unlawful Use of Dominance and Its Consequences”, pp.223-318; Akın, Book 2 “Responsibility Arising from Relationships in the Group of Companies”, pp.177-249; Göktürk, Chapter 2 “Intervention as a Reason for Liability in Group Law”, pp.55-191. |
| 6 | Claims Arising from the Unlawful Use of Dominance | Okutan, Chapter 4 “The Unlawful Use of Dominance and Its Consequences”, pp.319-414; Akın, “Liability Arising from Relationships in the Group of Companies”, pp.250-283; Göktürk, Chapter 4 “Compensation for Damage and Liability”, pp.269-332. |
| 7 | Squeeze-out Rights of Controlling Company | Okutan, Chapter 5 “Special Cases in Domination”, pp.437-439; Akın, Book 2 “Responsibility Arising from Relationships in the Group of Companies”, pp.309-311; Göktürk, Chapter 4 “Compensation for Damage and Liability”, p.264, Chapter 5 “The Relationship of the Group of Companies’ Liability System with Other Liability Situations and Special Cases”, p.416. |
| 8 | Controlling Company’s Liability Arising from Trust | Okutan, Chapter 6 “Liability of Trust”, pp.447-497; Akın, Book 2 “Responsibility Arising from Relationships in the Group of Companies”, pp.325-330. |
| 9 | Letter of Comfort and Its Legal Effects | Okutan, Chapter 6 “Liability of Trust”, pp.501-510; Akın, Book 2 “Responsibility Arising from Relationships in the Group of Companies”, pp.330-336. |
| 10 | Presentations | |
| 11 | Presentations | |
| 12 | Presentations | |
| 13 | Presentations | |
| 14 | Presentations | |
| 15 | Presentations | |
| 16 | Final Exam |
| Course Notes/Textbooks | Gül Okutan Nilsson, Türk Ticaret Kanunu Tasarısı’na Göre Şirketler Topluluğu Hukuku, On İki Levha Yayıncılık, İstanbul 2009, ISBN: 9786055865337; Kürşat Göktürk, Şirketler Topluluğunda Sorumluluk Esasları, Adalet Yayınevi, Ankara 2015, ISBN: 9786051467375; İrfan Akın, Şirketler Topluluğu Sorumluluk Hukuku, Seçkin Yayınevi, Ankara 2014, ISBN: 978-975-02-2864-3. |
| Suggested Readings/Materials |
EVALUATION SYSTEM
| Semester Activities | Number | Weigthing |
| Participation | ||
| Laboratory / Application | ||
| Field Work | ||
| Quizzes / Studio Critiques | ||
| Portfolio | ||
| Homework / Assignments |
1
|
30
|
| Presentation / Jury |
1
|
30
|
| Project | ||
| Seminar / Workshop | ||
| Oral Exams | ||
| Midterm | ||
| Final Exam |
1
|
40
|
| Total |
| Weighting of Semester Activities on the Final Grade |
2
|
60
|
| Weighting of End-of-Semester Activities on the Final Grade |
1
|
40
|
| Total |
ECTS / WORKLOAD TABLE
| Semester Activities | Number | Duration (Hours) | Workload |
|---|---|---|---|
| Theoretical Course Hours (Including exam week: 16 x total hours) |
16
|
3
|
48
|
| Laboratory / Application Hours (Including exam week: '.16.' x total hours) |
16
|
0
|
|
| Study Hours Out of Class |
14
|
7
|
98
|
| Field Work |
0
|
||
| Quizzes / Studio Critiques |
0
|
||
| Portfolio |
0
|
||
| Homework / Assignments |
1
|
20
|
20
|
| Presentation / Jury |
1
|
14
|
14
|
| Project |
0
|
||
| Seminar / Workshop |
0
|
||
| Oral Exam |
0
|
||
| Midterms |
0
|
||
| Final Exam |
1
|
45
|
45
|
| Total |
225
|
COURSE LEARNING OUTCOMES AND PROGRAM QUALIFICATIONS RELATIONSHIP
|
#
|
Program Competencies/Outcomes |
* Contribution Level
|
||||
|
1
|
2
|
3
|
4
|
5
|
||
*1 Lowest, 2 Low, 3 Average, 4 High, 5 Highest