Print | Volume 2, Issue 2 | Winter 2016


A note from the Japanese Bar

Kazuhiro Nakamoto | Winter 2016 | (2016) 2 Tur. Com. L. Rev. 155 | Article

Historically, Turkey and Japan have been maintaining and strengthening their friendly relationship since the Ertuğrul Fırkateyni accident in 1890. At the time of the Iran–Iraq War from 1980 till 1988 (the First Persian Gulf War), as all the Japanese then living in Iran were attempting to escape the country, many kind...
Comparative Analysis of Turkish and Japanese Tender Offer Regulations: Protection of Minority Shareholders

Hideaki Roy Umetsu & Mikio Sonada | Winter 2016 | (2016) 2 Tur. Com. L. Rev. 157 | Article

ABSTRACT Japan’s tender offer regulations differ significantly from Turkey’s regulations. These differences cover the powers of the regulators, events which trigger a mandatory tender offer, the need for the target company’s opinion, regulations on the tender offer price and a squeeze-out system. Highlighting these...
Japanese Arbitration: Green Tea and Sympathy?

Mark Goodrich | Winter 2016 | (2016) 2 Tur. Com. L. Rev. 167 | Article

ABSTRACT The relatively low involvement of Japanese parties in arbitration is a perennial puzzle which has drawn attention for decades. This article examines some recent statistics in order to evaluate theories about the perceived reluctance of Japanese parties to engage in arbitration and Japan’s arbitration...
Japanese M&A for Foreign Investors

Michi Yamagami & Yasutaka Emoto | Winter 2016 | (2016) 2 Tur. Com. L. Rev. 177 | Article

ABSTRACT For foreign investors wishing to invest in Japan, share acquisition presents one of the simplest and most common means of doing so. There are, however, many sub-categories of M&A to consider, including mergers, corporate splits, statutory share exchanges, statutory share transfers, business transfers and ...
Protection of Personal Data in Turkey and Japan

Burçak Ünsal | Winter 2016 | (2016) 2 Tur. Com. L. Rev. 187 | Article

ABSTRACT In 2015 and 2016 major legislative amendments and new pieces of legislation were introduced with respect to the protection of personal data in the jurisdictions of Turkey and Japan. The purpose of this article is to provide an in-depth summary of the relevant pieces of legislation in Turkey and generally...
Employer Claims under FIDIC: Where Are We Now?

Adrian Bell & Natalie Hall | Winter 2016 | (2016) 2 Tur. Com. L. Rev. 199 | Article

ABSTRACT FIDIC (International Federation of Consulting Engineers) conditions of contract are used extensively on international construction projects, very often for major development and infrastructure work. One important issue for employers and contractors alike is the way in which an employer can bring a claim...
Corporate Groups and Corporate Social Responsibility: the EU Perspective

Til Rozman | Winter 2016 | (2016) 2 Tur. Com. L. Rev. 205 | Article

ABSTRACT Building on some of the key non-legislative EU acts and relevant findings of the most influential EU-funded research project regarding Corporate Social Responsibility (CSR), and taking into account the prevalence of corporate groups among large enterprises, this article focuses on the features of...
Availability of Counterclaims to Host States for Moral Damages Sustained

Doğan Gültutan | Winter 2016 | (2016) 2 Tur. Com. L. Rev. 219 | Article

ABSTRACT The availability of moral damages to investors has been a topic of discussion for considerable time and continues to be so even after the seminal Desert Line v. Yemen decision. The position is unsettled and probably will be for some time. Another unclear matter is whether such damages should be available to...
Treading the Waters of Egyptian Commercial Agency Laws, and Their Impact on Foreign-Based Tendering Investors

Tarek Badawy & César R. Ternieden | Winter 2016 | (2016) 2 Tur. Com. L. Rev. 229 | Article

ABSTRACT Egyptian law imposes certain requirements on parties contracting with governmental authorities and on principals entering into commercial agency agreements with local agents, a precondition to contracting with the government. This article focuses on the common risks posed by Egyptian law so that...
International Arbitration of M&A Transactions: On the Enforceability of Call Options in Turkish Law Shareholders’ Agreements

Emir Jami | Winter 2016 | (2016) 2 Tur. Com. L. Rev. 245 | Article

ABSTRACT Shareholders’ agreements are widely used where more than one interest is represented by equity ownership under the roof of a given corporation. Enforcement of some shareholders’ agreement provisions frequently used in global M&A practice may in some cases turn out to be complicated under Turkish law. One ...
The Public-Private Partnership Model in Turkey: Heavy Infrastructure Projects

Burcu Basar, Begüm Naz Bayirbas, & A. Zafer Yilmaz | Winter 2016 | (2016) 2 Tur. Com. L. Rev. 253 | Article

ABSTRACT Being home to numerous large-scale PPP projects, Turkey has introduced and implemented several PPP models throughout the years. For the last few years, the build-operate-transfer, build-lease-transfer and intergovernmental agreement methods have been favoured by the Turkish government, constituting the basis ...
A Study on Cloud Computing and Data Protection in the Light of EU and Turkish Laws

Sinem Birsin & Beril Çelebi Cem | Winter 2016 | (2016) 2 Tur. Com. L. Rev. 269 | Article

ABSTRACT Cloud computing can be described as one of the most trending areas of information technology. It is an Internet-based practice which enables its users to extensively manage their online profile and reach their data from anywhere with an Internet connection without making major capital investments. This...
Turkish Commercial Law: Legislative Activity

H. Ercüment Erdem | Winter 2016 | (2016) 2 Tur. Com. L. Rev. 281 | Article

Abstract I. CAPITAL MARKETS LEGISLATION The Regulation on the Procedure and Principals of the Reimbursement to Investors by the Investor Compensation Center based on the partial annulation of Article 13/4 of Capital Markets Law numbered 6362 entered into force through publication in the Official Gazette dated...
Fairness and the Final Word: State Responsibility for Court Action in Investment Arbitration

Hussein Haeri & Ruzin Dağlı | June 2016 | (2016) 2 Tur. Com. L. Rev. 3 | Article

Abstract State responsibility for the actions of national courts in international investment law is often interpreted within the framework of denial of justice. Indeed, denial of justice is widely perceived as the archetypal breach of international law by courts. However, this paradigm does not always align well with ...
Illegality and Jurisdiction in Investment Arbitration

Thomas Roe Q.C. | June 2016 | (2016) 2 Tur. Com. L. Rev. 17 | Article

Abstract A foreign investor complaining by international arbitration of conduct alleged to be prohibited under an investment treaty may face the allegation that some illegality in connection with the acquisition of the investment operates to deprive the arbitral tribunal of its jurisdiction. This article considers...