Commercial Litigation
Disputes between companies and between company shareholders are heard by the commercial courts and are subject to the particular rules of the Turkish Commercial Code. We represent your company in commercial litigation, from service agreement disputes between merchants to directors’ liability, from the annulment of general assembly resolutions to minority rights, and from unfair competition to trade mark rights.
What is a commercial case?
Commercial cases are disputes relating to the commercial businesses of both parties, as well as cases arising from matters regulated by the Turkish Commercial Code and certain other laws. Cases arising from company law, negotiable instruments, unfair competition and insurance are commercial cases regardless of whether the parties are merchants. They are heard by the commercial courts of first instance.
For commercial claims for payment of a sum of money and for damages, applying to a mediator before filing a lawsuit is mandatory.
What is an action to annul a general assembly resolution?
Shareholders and, in certain circumstances, the board may bring an annulment action against general assembly resolutions that breach the law, the articles of association or the principle of good faith. In a joint stock company, the action must be brought within three months of the date of the resolution. As a rule, to bring the action, a shareholder must have attended the meeting, voted against the resolution and had their dissent recorded in the minutes. Resolutions that breach mandatory provisions of the law can be challenged as null or non-existent without time limit.
Scope
- Cases arising from service agreement disputes between merchants
- Directors’ liability cases
- Actions to annul general assembly resolutions
- Cases concerning minority rights
- Cases based on unfair competition
- Cases concerning trade mark rights
How We Work
- Reviewing the dispute, company records and contracts
- Determining the procedural requirements, time limits and whether mediation is mandatory
- Requesting a preliminary injunction or precautionary attachment where necessary
- Preparing pleadings and managing evidence and expert processes
- Conducting the appeal, cassation and enforcement stages
Team
Zeynep Nur Çivicik
Partner
Dr. Deniz Okuyucu
Counsel
Buse Yüceer
Associate
Sercan Dolanbay
Associate - Trademark Attorney
Frequently Asked Questions
Are board members personally liable for losses suffered by the company?
Board members who culpably breach their duties under the law and the articles of association are liable to the company, the shareholders and the company's creditors for the loss they cause. Liability is fault-based and assessed according to each member's own degree of fault.
What rights do minority shareholders have?
In a joint stock company, shareholders representing at least ten per cent of the capital have rights such as calling a general assembly and adding items to the agenda, requesting the appointment of a special auditor and, where there are just causes, suing for dissolution of the company. Exercising these rights often requires court proceedings.
Can a contractual penalty be reduced in a dispute between merchants?
A debtor who is a merchant cannot ask for an agreed contractual penalty to be reduced on the ground that it is excessive. The Court of Cassation interprets this rule restrictively where the penalty would lead to the debtor's economic ruin.
How long do commercial cases take?
It depends on the nature of the file, whether an expert examination is needed and the court's workload. First-instance proceedings often take one to two years; the appeal and cassation stages come on top of that.
Would you like to discuss this service? Schedule a meeting with us — the first meeting is free of charge.
Schedule a meeting