Hukuk Fakültesi Koleksiyonu
Permanent URI for this collectionhttps://hdl.handle.net/20.500.11779/1935
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Article Executive Remuneration of Company Directors Under Eu Law and Turkish Law(Istanbul University Press, 2023) Özcanlı, Fatma BerilThe criteria to determine the material scope of executive pay has always been a controversial aspect of corporate law and corporate governance. The controversy stems from the fact that the board of directors generally tends to determine a suitable executive remuneration for its members, not considering the interests of other stakeholders. In some cases, an independent compensation/remuneration committee is appointed by the board of directors and determines the amount of executive pay. Depending on the legislation, this may require additional approval at the annual general meeting by the shareholders. European legislators have differing approaches with regards to regulating this very area of corporate pay. The revised Shareholders Rights Directive requires an enhanced approach for the shareholders' role by determining the remuneration policy of the company. These amendments can be identified as the promotion of the say on pay, on the remuneration policy, and remuneration report. Furthermore, the previous recommendations have also set the criteria to determine the amount of remuneration. The Directive contains provisions for setting up a clear and transparent corporate remuneration policy and shareholders' binding vote with temporary derogations. The corporate remuneration system of Turkish law is legislated under Art. 394 TCC (Turkish Commercial Code Nr. 6102), which only requires that board members can be paid an honorarium, salary, bonus, premium, and a portion of the annual profit, provided that this amount is determined by the articles of association, or by way of a general meeting resolution. Art. 408 TCC also stipulates a binding general meeting approval of the remuneration policy, whereas Art. 513 TCC requires the framework with regard to bankruptcy procedures. © 2023 Istanbul University Press. All rights reserved.Master Term Project Executive remuneration under the EU law and the Turkish law(Leiden University, European and International Business Law (Advanced LL.M.), 2018) Özcanlı, Fatma Beril; Masouros, PavlosCommission’s proposal on the amendment of the Shareholders Rights Directive points that the regime under the current remuneration system based on the alignment of the shareholders’ interest with the company’s’ is not working out anymore. With regards to that fact the proposal suggested amendments to enhance shareholders oversight. These amendments can be identified as the promotion of the say on pay on the remuneration policy and remuneration report. And furthermore, the previous Recommendations have also set the criteria to determine the amount of remuneration. On the other hand the regime under the Turkish Law is quite different than the EU-system. Remuneration of the directors can be designed based on a general assembly meeting decision or on a provision in the articles of association of the company. Besides the corporate governance principles, there is no criteria set for the companies to determine the material amount of the remuneration.Conference Object One Size Doesn’t Fit All: Business Ethics and Corporate Governance for the Sharing Economy(2019) Palanduz, SedaSharing economy is a business model that allows individuals to share goods, offer services, and access these through specifically designed online platforms. Sharing economy businesses operate in a variety of different fields, with the most popular examples being ride-sharing and house-rental companies such as Airbnb, Uber, and Lyft. Mixing the personal with the professional, sharing economy businesses strive and usually manage to escape the regulatory grip on comparable non-sharing economy businesses that provide similar goods and services. Courts, regulators, competing businesses, and participants frequently raise concerns regarding public safety, privacy, and unfair competition. Regulators have the difficult job of balancing two concerns: On the one hand, excessive regulation might hinder innovation and deprive many people of a service that they obviously find helpful. On the other hand, insufficient regulation might create safety risks or insulate firms from liability. This paper approaches the sharing economy from the perspective of business ethics and corporate governance. It seeks to do two things: First, establish that a stakeholder oriented approach, rather than pure shareholder primacy, should guide self-governance by sharing economy businesses; and second, explain that this principle should be institutionalized through procedural corporate governance mechanisms. The second assertion is supported by a comparative analysis of different models of stakeholder engagement.Conference Object The evolving concept of affectio societatis(2019) Palanduz, SedaUnder Roman Law, societas (partnership) was a consensual contract by which two or more parties agree to join their goods or services to carry out a common activity and to share the resulting profits and losses. For the constitution of a partnership, all partners should have the will to contribute to the common activity in question. This will, referred to as affectio societatis, is the intentional element in the definition of a partnership. It not only characterizes a partnership but also distinguishes it from other types of contract, especially from employment contract and contract for work and services. It is beyond question that modern corporate law is more complex than the Roman Law of partnerships. So although the concept of affectio societatis mostly persists, its scope and function are highly disputed. The question is to reconcile the classical definition of affectio societatis with the concept of partnership in today’s limited liability companies with a single shareholder or in publicly traded companies with a large number of shareholders.