Newsletter 2020

2020 will be remembered as a year of difficulties in which we have witnessed the Covid-19, the most infectious pandemic in the last century, the loss of our loved ones, the closure of our businesses, and have been trapped in our homes. Even in such hard times, we have adapted to the effects of the Covid-19 epidemic and, despite all of the obstacles, we are honored to present to you our new book, 'Newsletter 2020'. Our Newsletter 2020 also contains articles in which we discuss the effects of Covid-19 on the legal environment. We have examined Covid-19 in terms of corporate law, competition law, lease agreements, arbitration, labor law, sports law and tax law. We have published 13 articles in the field of commercial law. We published 11 competition law related articles. As a GAR100 listed law firm with a proven track record in international arbitration, we published 12 articles. Within the field of capital markets law, very significant legal regulations were made. The Communiqué on the principles of abolishing privileges, the Communiqué on significant transactions and retirement rights, and the Communiqué on board of debt instrument holders, were analyzed in some of the articles. We also examined collateral agreements on capital market instruments. With respect to civil procedure law, we both discussed the amendments to the civil procedure law, and examined two important decisions of the Court of Cassation General Assembly on the Unification of Case Law. In terms of tax law, we addressed the recent amendments made to the tax legislation, the withholding tax regime envisaged for share buybacks, special consumption tax, taxation of capital decreases in partial spin-offs, tax reductions for tax-compliant taxpayers, non-physical gold sales, and the BITT. In addition, we discussed current issues in the fields of sports law, business law, intellectual property law, information technology law and protection of personal data. We also looked into topics of interest, such as the evidential value of WhatsApp employee correspondence, as well as the changes in the energy market. The chapter on Legal Developments provides global insight into material developments in international agreements, laws, presidential decisions, regulations, and communiqués, the decisions of the Turkish Competition Board Authority, important developments in energy law legislation, as well as extracts of key precedents that were adopted in 2020. It has been a generous year in terms of various legal regulations. We believe that this last chapter portrays an executive look on legal developments.(ÖNSÖZDEN)

SUMMARY OF CONTENTS

COMMERCIAL LAW
An Update from the ICC: The ICC Force Majeure and Hardship Clauses 2020
Two Alternatives to Physical Board Meetings: Circulation Method and Electronic Board Meetings
Null and Void Resolutions of Boards of Directors in Joint Stock Companies
Issues Regarding Use of Right to Vote in Joint Stock Companies
Freezing of Voting Rights in Joint Stock Companies
Veto Rights in Joint Stock Companies
Transfer of Pledged Joint Stock Company Shares
Certain Shareholder Rights in Companies' Acquisition of its Own Shares
Limitations to Dividend Distributions of Capital Companies and Exceptions Thereof
Legal Liability of Limited Company Managers
Presentation of a Cheque and Force Majeure Pursuant to the Law No. 7226 on the Amendment to Certain Laws
Freight Forwarder Contract under Turkish Law
Ship Hypothéque under Turkish Law

CAPITAL MARKETS LAW
Communiqué on the Principles of Abolishing Privileges
Communiqué on Significant Transactions and Retirement Right
The Communiqué on Board of Debt Instrument Holders
Contracts of Guarantee Relating to Capital Market Instruments
Bitcoin under Turkish Law

LAW OF OBLIGATIONS
A New Era in Lease Agreements
Adaptation of Lease Agreements within the Scope of New Coronavirus (COVID-19)
Amendment of the Law on Form of Contracts between Debit Card and Credit Card Issuers and Card Holders

COMPETITION LAW
Evaluation of COVID 19 Outbreak in Terms of Turkish Competition Law
Amendments in the Law on the Protection of Competition
Compliance Obligations with International Laws and Competition Board's Data Access Requests
Setting Legal Grounds for On-site Inspections
Competition Board's Guideline on the Examination of Digital Data during On-site Inspections
The Commitment Mechanism in Competition Law Investigations in Turkey and the European Union
Addressing the Finalization of the Competition Board Decisions as Preliminary Issue in Compensation Lawsuits
Competition Board Fine of Banks and Financial Institutions for Not Providing Information and Documents
The New Cartel Decision of the Competition Board
Standard of Proof in Cartel Allegations in Light of Turkish Competition Board's Egg Producers Decision
The File of Sahibinden.com; A Phoenix Story

ARBITRATION LAW
Impact of COVID -19 on Arbitration
2021 ICC Arbitration Rules
LCIA Rules 2020
Voluntary Document Production in Arbitration: Civil-Law Approach
ICSID Sets New Ethical Standards for Adjudicators
Revisions of the Swiss International Arbitration Law
ICC Report on Emergency Arbitrator Proceedings
A Tale of Two Proceedings: Arbitration and Insolvency
Blockchain, Smart Contracts and Arbitration
Review of Arbitration Agreement in Mandatory Mediation Procedures
Istanbul Regional Court of Appeal Decisions Regarding Law No. 805 on Mandatory Use of Turkish Language in Arbitration Agreements
Enka v Chubb: Law Applicable to the Arbitration Agreement

CIVIL PROCEDURE LAW
Significant Changes to be made in the Code of Civil Procedure
Evidential Contracts in Turkish Law of Evidence
The Decision of the Court of Cassation of the Unification of Judgments holding that the Maturity Date on Time-Barred Bond Cannot Be Used as the Basis of Default
Joint Liability Arising from the Payment of Attorneys' Fees in accordance with the Attorneys' Law in Light of the Decision of the Court of Cassation General Assembly on the Unification of Judgments
An Important Decision of the Court of Cassation on Mandatory Mediation in Commercial Disputes
A Precedent Decision of the Court of Cassation on Uncertain Receivable Lawsuits and the Prohibition to Give Unexpected Judgments
The Constitutional Court Decision Regarding the Effect of the Expert Report in the Partial Claim, on the Additional Claim

TAX LAW
Force Majeure in terms of Turkish Tax Legislation and Coronavirus Effect on Tax Practices
Withholding Tax Regime Envisaged for Share Buybacks
Special Consumption Tax from Past to Today
Taxation of Sportsperson in Light of Current Changes
Taxation of Capital Decrease in Partial Spin-Off
Non-Physical Gold Sales and BITT
Tax Reduction for Tax-Compliant Taxpayers In Light of Current Developments

LABOR LAW
Penalty Clauses Related to Termination of Employment Contracts in Light of the Unification of Case Law
Effects of the Force Majeure Concept in Labor Law
Recruitment of Turkish Employees in Overseas Countries

SPORTS LAW
How the Covid-19 Outbreak has affected the Law of Football: FIFA's Guiding Principles
Contract for Temporary Transfer of Professional Football Players

INTELLECTUAL PROPERTY LAW
Trademark License Agreements
Relative Grounds for Refusal in Trademark Registrations
Protection of Trade Secrets

PERSONAL DATA PROTECTION
Turkish Personal Data Protection Law No. 6698 and European General Data Protection Regulation

INFORMATION TECHNOLOGY LAW
Internet Actors in Law No. 5651
What Has Come About through the Social Media Regulation?

MISCELLANEOUS
A Bizarre Decision of the Assembly of Civil Chambers of the Court of Cassation Regarding Simulated Transaction of Legator
French Courts Denied Exequatur to a Turkish Judgment
The Court of Cassation's Opinion on the Evidential Value of WhatsApp Employee Correspondence
Changes Brought to the Energy Market through Law Numbered 7257
Services Provided by Coastal Facilities and Applicable Tariffs

LEGAL DEVELOPMENTS
Important International Agreements
Important President Resolutions
The Grand National Assembly of Turkey Decisions
Important Changes and Developments in Laws
Important Changes and Developments in Regulations
Important Changes and Developments in Communiqués
Important Changes and Developments in General Communiqués
Important Changes and Developments
Important Legislation and Decisions regarding Competition
Important Legislation and Decisions regarding Mergers and Acquisitions
Important Changes and Development regarding Energy Law