Management trusteeship in joint stock companies

Joint-stock companies are legal entities that play a major role in the formation of the modern economic order where capital in the free market is collected and evaluated. Due to these characteristics of joint-stock companies, it is important to continue the existence of these partnerships and to prevent sudden changes that may occur in partnerships in order to protect the market order. As a result of changes in the economy and daily life or conflicts of interest within the partnership and the partnership becoming unable to do business, companies face the risk of losing their economic assets and disappearing. In joint-stock companies, these situations can reach dimensions that will affect not only the partnership, but also the creditors, workers and the regional or national economy. The legislator who wants to prevent this situation creates various legal mechanisms. In this way, both the companies are kept afloat and the aim is to prevent the harm to the segment that will be affected by the disappearance of the companies. Since there is no special regulation in the Turkish Commercial Code regarding the appointment of a management trustee to a joint-stock company, the provisions of the Turkish Civil Code, which are general provisions, will be applied in this regard. There is no detailed regulation on how to appoint a management trustee to a joint-stock company, from the criteria for appointing a trustee to their duties and responsibilities, and there is no consensus in doctrine and court decisions. Appointing a trustee to a partnership is of great importance in terms of resolving deadlocks in joint-stock companies, eliminating organ absences or management gaps. Considering the importance of joint-stock companies continuing their activities for the country's economy, it is clear that dissolution of the partnership should be the last resort. In the primary law, there have been radical changes in the provisions on guardianship. As a result of the revisions made, the guardianship system was organized based on trusteeship, but the application of trusteeship was made more specific to individuals. As a result of this situation, the need for a provision regarding the appointment of a management trustee to legal entities was resolved with Art. 731/b OR. Thus, a detailed and clear regulation was made to be applied to joint-stock companies, limited partnerships and cooperatives. The basis of the problems or uncertainties regarding management trusteeship is the lack of a special regulation on the subject. Management trusteeship is a very powerful institution that directly intervenes in the organic structure of the partnership and completely changes the management of the partnership. Due to this feature, if the issues regarding management trusteeship are not clearly determined, this legal opportunity becomes open to malicious use. On the other hand, not appointing a trustee to the partnership due to uncertainties in a process that the joint-stock company needs will also bring different disadvantages and loss of rights. In line with the reasons we explained above, we will try to examine the appointment of management trustees to joint-stock companies in our thesis in order to benefit from the problems experienced in practice by making use of the regulations in the source Swiss Law and other legal systems in comparative law. Keywords: Joint-Stock Companies, Conflicts of Interest, Lack of Organ, Management Trusteeship.