Representation of joint-stock companies

This PhD dissertation examines the representation of joint-stock companies under Turkish law. As a legal entity, the joint-stock company undertakes legal transactions through representation. The legal nature of such representation can be organic (i.e., through corporate organs), voluntary, or statutory. Though this study comprehensively analyzes all types of representation of joint-stock companies, its central theme is organic representation. Under Turkish law and in comparative law, organs are granted a broad scope of authority to represent the company. However, the Turkish corporate law practice has never fully accepted and internalized this principle. The seventh paragraph added to Art. 371 of the Turkish Commercial Code in 2014, while not abolishing this principle, has paved the way for its avoidance. This study, taking into consideration the experience of the past decade, proposes a new system of representation in which organs' authority to represent the company can be restricted while maintaining legal certainty.