HUK305

School of Law \ Law

3

4

Compulsory

Turkish

-

Bachelor of Law

The course covers the types of companies (ordinary, collective, commandite, joint stock and limited liability companies and cooperatives), structural changes (mergers, division and conversion of companies) and corporate groups.

Rıza Ayhan/Hayrettin Çağlar/Mehmet Özdamar, Şirketler Hukuku Hukuku Genel Esaslar, E. 5, Yetkin Yayınevi, 2023.
Tamer Bozkurt, Şirketler Hukuku, E. 15, Yetkin Yayınevi, 2023.
Fatih Bilgili/Ertan Demirkapı, Şirketler Hukuku Dersleri, E. 9, Seçkin Yayıncılık, 2024.
Hasan Pulaşlı, Şirketler Hukuku Genel Esaslar, E. 8, Adalet Yayınevi, 2022.
Abuzer Kendigelen/İsmail Kırca, Şirketler Hukuku, V. I, On İki Levha Yayıncılık, 2021.
Abuzer Kendigelen/İsmail Kırca, Şirketler Hukuku, V. III, On İki Levha Yayıncılık, 2022.
Mehmet Bahtiyar, Ortaklıklar Hukuku, E. 16, Beta Yayıncılık, 2024. Oruç Hami Şener, Teorik ve Uygulamalı Ortaklıklar Hukuku Ders Kitabı, E. 5, Ankara 2022.

The aim of the Commercial Law II course is mainly to enable students to recognize the types of companies and to learn their differences from each other. Thus, it is aimed for students to classify companies correctly and to determine the legal rules to be applied to them. In addition, it is aimed to have information about the merger, division and change of type of companies.

1. Have knowledge about the emergence of the concept of company, the place of companies in economic life and their differences from each other. Has knowledge on how to follow current developments and judicial decisions regarding companies.
2. Defines the ordinary company, has knowledge about its elements. Compare ordinary companies and commercial companies. Distinguish the difference in the legal rules to be applied to them.
3. Have knowledge about the characteristics of different commercial companies. Has knowledge about the preparation and interpretation of the company contract. Have knowledge about the process of structural changes in commercial companies. Have general knowledge about national and international developments on this subject.
4. Have knowledge about the rules of law applicable to the group of companies. Distinguish the concepts of dominant company, subsidiary company and undertaking.
5. Have knowledge about the establishment of commercial companies, relations between partners, conflicts of interest in the company and management of the company. Has knowledge about the impact and contribution of companies on sustainable development.
6. Have knowledge about audit and termination processes in commercial companies. Have knowledge about the protection of the interests of company creditors.

Week 1: Elements of the company (person, capital, contract, common purpose and affectio societatis elements), distinction of companies according to various criteria.
Week 2: Definition and elements of ordinary company, internal relations in ordinary company (capitalization, profit sharing, management and control).
Week 3: External relations in ordinary company (representation), changes between partners, termination of ordinary company.
Week 4: The obligation to put capital in commercial partnerships and the status of the partners' personal creditors; basic information about collective and limited partnership.
Week 5: Incorporation of a joint stock company and the principle of mandatory provisions, liability arising from incorporation.
Week 6: Management of the joint stock company, the formation of the management body, the conditions required to be a manager, the rights and obligations of managers
Week 7: Audit of a joint stock company, appointment of auditors and their qualifications, audit report and opinion letters.
Week 8: General assembly of a joint stock company, call for meeting, attendance of shareholders and quorums, invalidity of general assembly resolutions.
Week 9: Amendments to the articles of association (especially capital increase and decrease); the concept of share, transfer of share, privileged shares.
Week 10: Establishment, operation and termination of a limited liability company
Week 11: Merger, division and change of type.
Week 12: Group of companies .

• Midterm 40 %
• Final 60 %