Liability arising from merger transactions in joint stock companies

There are many actors operating in commercial life. While some of these actors continue their commercial activities by organizing under a legal entity such as a joint stock company, limited liability company or other types of companies, others are relatively smaller structures formed as tradesmen or commercial enterprises. However, regardless of their economic dimensions, these actors ultimately have only one goal: to make a profit. Due to many reasons such as the development of industry and technology, globalization, and customs agreements between countries, commercial life is changing rapidly and getting harder day by day. Under these difficult conditions, actors resort to a number of strategies for various reasons such as not being deleted from the market in which they operate, securing their place in the relevant market or increasing their market shares. Mergers and acquisitions, as it is called in practice, and mergers as defined in the Turkish Commercial Code are one of these strategies. Indeed, mergers are a method frequently preferred by actors in order to maintain their existence in commercial life. Thus, when the merger reports prepared annually by both public and private institutions are examined, a significant increase in both the number and amount of these transactions is observed. Within the scope of this thesis, firstly general explanations will be made regarding merger transactions, and then the responsibilities of joint stock companies arising from merger transactions will be tried to be explained. While explaining the issue of liability, firstly the responsibilities of the actors involved in the merger process within the scope of the Turkish Commercial Code, then the liability situations within the scope of special situations that may be encountered during the merger process, and then the responsibilities of joint stock companies arising from public receivables and capital market legislation due to merger transactions will be evaluated. Finally, the situations that eliminate liability and the principle of differentiated succession regulated in the TCC will be examined.