Specific application of law to group of companies and liability arising from unlawful exercise in terms of joint-stock companies

Even if it is frequently observed in commercial life that companies and enterprises independent from each other form an organization by coming together within a policy to generate more income and grow by reducing some costs like business, investment etc. there was no regulations regarding these organizations in Turkish law until the Turkish Commercial Code No.6102 was enacted. As the time passed it has been understood that these organizations should treated differently in terms of applicable law from some of the basic principles valid in Turkish civil law and company law in certain ways. Therefore, the concept of "group of companies" and specific regulations to this concept were first introduced with the TCC. Regulations regarding the group of companies is considering the fact that some basic principles and rules applicable to joint stock companies in Turkish civil law and company law, especially the regulations regarding liability, are insufficient to provide adequate protection for the creditors, shareholders and members of the board of directors of the subsidiary company in the presence of a group of companies. These special regulations that will only be applied in the presence of a dominance relationship within the corporations bring both privileges and obligations. Within this study we examined; the basic concepts of group of companies in terms of joint-stock companies, the instruments of dominance regulated in the article 195 of the TCC, the scope of application of these specific regulations of group of companies, some organizations which it is decided that regulations about the group of companies will not be applied, the specific application of some principles, theories and rules which are valid for joint-stock companies in Turkish civil law and company law to the group of companies, the intervention of controlling company or enterprise to the subsidiary company, the compensation of the loss of the subsidiary company, and finally the responsibility of the controlling company or enterprise due to the intervention, and rights that the subsidiary company creditors and shareholders can claim.