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Are Happy Families All Alike? - a Turkish Perspective on Corporate Governance in Family Firms
(2020) Palanduz, Seda
Corporate law aims to mitigate conflicts of interest among corporate constituencies. Both legal scholars and lawmakers tend to assume that these are rational actors solely motivated by wealth maximization. Family firms, however, add more personal and less rational layers to the inquiry: On the one hand, family ties may enable a relationship of trust that reduces transaction and agency costs; on the other hand, the same intimacy and sentimentality may eventually create conflicts of interest among family members, make the firm vulnerable to changes in the family dynamic, or cause tensions between family and non-family shareholders. Successful family businesses have to integrate family and business governance—a job that, in many jurisdictions, is being unnecessarily complicated due to absence of proper corporate governance regimes supporting family businesses. From a Turkish perspective, this paper aims to discuss ways through which lawmakers may adopt family firm-friendly corporate governance regimes. The choice of jurisdiction is not incidental. In Turkey, where family firms play a crucial role in the national economy, there are no codes of governance or soft law measures specific to them. On the contrary, Turkish Commercial Code includes the principle of statute stringency that prohibits all deviations from legal provisions unless expressly permitted. Turkey serves as a good example to demonstrate the consequences of overlooking particularities of family firms. This paper has two central claims: First, it seeks to establish that lawmakers should prioritize default rules over mandatory ones so that family firms can tailor their articles of association to their unique circumstances through legal devices such as exit rights and share transfer restrictions. Second, it argues that in case of reluctance to negotiate legally binding instruments due to fear of impairing ties of trust and intimacy, non-binding family constitutions should be encouraged as an alternative.
One Size Doesn’t Fit All: Business Ethics and Corporate Governance for the Sharing Economy
(2019) Palanduz, Seda
Sharing 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.
The evolving concept of affectio societatis
(2019) Palanduz, Seda
Under 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.

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