here.

Legal Highlights – December 2014
Regulation On Environmental Impact Assessment
“Regulation on Environmental Impact Assessment” (Regulation) was published in the
Official Gazette on 25th of November 2014 and has came into effect on the same date.
This regulation was issued on the basis of article 10 of Environmental Code numbered
2872 and dated 09/08/1983. The aim of the Regulation is to regulate administrative and
technical procedures and principles that will be complied during the process of
environmental impact assessment. Ministry of Environment and Urbanization is entitled
to decide whether environmental impact assessment regarding projects that are subject
to regulation is needed or not and if it is needed whether result of the report is positive
or negative. With this Regulation, Regulation on Environmental Impact Assessment that
was published in the Official Gazette dated 3/10/2013 and numbered 28784 is repealed.
However the projects that were submitted before effective date of this Regulation shall
be subject to the procedures and principles of the previous Regulation dated
03/10/2013.
Özgün Yalem
Code Regarding Regulation of Electronic Commerce
“Code Regarding Regulation of Electronic Commerce” numbered 6563 was published
in the Official Gazette on 5th of November. The aim of the code is to specify principles
and procedures of electronic commerce by regulating commercial communication,
responsibilities of service providers and intermediaries, sanctions regarding obligation
to give information for contracts made via electronic media. The code intends to protect
consumers from hard sell and possible after sale damages. The law shall entry into force
on May 1st, 2015.
Many obligations for service providers regarding information of consumer, sale and
sending of commercial electronic messages have been imposed with this law.
Within the scope of obligation to give information;
Service providers are primarily obliged to provide their current introductory
information and technical information to make the agreement easily. In addition,
professional rules of conduct and name of professional association that service provider
belongs to and ways to reach this information electronically should be provided by a
service provider. However, service providers are not obliged to provide those
information if contract is placed with e-mail or similar individual communication
devices. Moreover, parties may agree on contrary of those obligations in case consumer
is not a party to agreement. An administrative fine from 1.000 TRY up to 5.000 TRY shall
be applied to service providers and intermediaries who do not fulfill obligations to give
information.
Within the scope of orders via electronic communication devices;
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 Service provider should enable buyer to reach clear information about provisions
of contract including total price at the stage of order confirmation and before
payment information is given.
 Service provider should confirm without any delay that the buyer’s order is
received via electronic communication devices .
 Service provider should provide buyer proper, efficient and reachable technical
devices to define and fix data entry errors before order is given.
However, the obligations that are mentioned above are not a matter for the contracts
which are exclusively formed via e-mail or similar individual communication devices.
Moreover, it can be agreed on contrary of these obligations in case a consumer is not a
party to an agreement.
Within the context of commercial electronic messages;
Sending commercial electronic messages is possible on condition that buyers approve
previously. The mentioned approval may be received in written or with any kind of
electronic communication devices. In case commercial electronic messages are sent
more than once without approval of the buyers, service providers will be assessed for an
administrative fine from 10.000 TL up to 50.000 TL. On the contrary, in the case that a
buyer gives his contact information in order to be contacted, commercial electronic
messages regarding change, use and care of goods or services procured can be sent to
buyer without any necessity of additional approval. Moreover commercial electronic
messages can be sent to merchants and tradesmen without any prior approval.
Receivers are entitled to reject receiving commercial electronic messages without any
justification. For this purpose service provider is obliged to provide an easy and free way
for the notice of rejection and the required information about rejection shall be offered
in commercial electronic message. After receiving rejection service provider should stop
sending commercial electronic message to receiver in 3 weekdays.
Ministry of Customs and Trade is entitled to audit. Persons who do not give information,
document, book and electronic data that are asked by auditors will be assessed for an
administrative fine from 2.000 TRY up to 5.000 TRY.
Lastly, under the provision on the temporary article; the 1st paragraph of the 6 th article
of the Code stating that “Sending commercial electronic messages is only possible on the
condition that buyers approve previously. In case that the buyer gives the contact
information in order to be contacted, further approval is not needed for the commercial
messages that contain information about the changes, usage or maintenance regarding
the goods and services provided ” shall not be applied for databases that were approved
for the purpose of sending commercial electronic message before May 1st, 2015.
İdil Pelit & Özgün Yalem
for more information:
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Communiqué on Squeeze Out and Sell-Out Rights
“Communiqué on Squeeze Out and Sell-Out Rights numbered II-27.2 (Communiqué) was
published in the Official Gazette on November 12th 2014 and came into force on the
same date. The aim of the Communiqué is to regulate procedures and principles
regarding squeeze out rights of controlling shareholders and sell-out rights of other
shareholders to controlling shareholders within a publicly-held corporation.
In accordance with the Communiqué controlling shareholders’ right to squeeze out and
other shareholders’ right to sell-out originates within a publicly held corporation in the
circumstances that (i) acquired shares reaches %98 of the total voting rights (ii)
additional purchases is made while acquired shares reaches %98 of the total voting
rights.
Compared to the former Communiqué which was published in the Official Gazette dated
January 02,2014 the mentioned voting rights ratio of %98 was stated as %95. A
transition period is indicated in the Communiqué for the percentage of the total voting
rights that is; for the squeeze out and sell out rights which are triggered until December
31,2014 the ratio of will be considered as %95, and %97 for the squeeze out and sellout rights which are triggered until December 31, 2017.
Regulation on Distance Contracts
“Regulation on Distance Contracts” (Regulation) was published in the Official Gazette
numbered 29188 and dated 27 November 2014. Regulation was issued on the basis of
articles 48 and 84 of Consumer Protection Law numbered 6502 and dated 07/11/2013.
The aim of the Regulation is to regulate procedures and principles regarding distance
contracts. Regulation will be entered into force three months after its publication ( 27th
of February 2014). “Regulation on Distance Contracts” that was published in the Official
Gazette dated 06/03/2011 and numbered 27866 was repealed with this Regulation.
New Legislation for an Arbitration Center in İstanbul
Legislation regarding the establishment of the Istanbul Arbitration Centre was accepted
on 20 November 2014 as Code numbered 6570, and was published in the Official Gazette
on 01 December 2014.
The Code will be entered into force on 1st January 2015. The aim of the law is to establish
the Istanbul Arbitration Centre so that disputes including domestic and international
matters can be solved before arbitration or other alternative dispute resolution
methods; to regulate principles and procedures regarding the organization and the
activities of the above mentioned Centre.
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The Centre will consist of a General Assembly, a Board of Directors, an Auditor, an
Advisory Board, National and International Arbitration Councils and a General
Secretariat. The General Assembly will include 25 members - members that have a
minimum of ten years’ experience - and will be designated by distinct institutions and
chamber of professions. The Board of Directors will be composed of 5 members and 4
substitute members.
The Union of Chambers and Commodity Exchanges of Turkey will oversee all operations
until the Board of Directors of the Centre is formed.
for more information:
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