Legal liability of board members of subsidiary companies

Although the general interest of the group in which the subsidiary company is a member and the interest of the legal entity of the subsidiary company do not overlap, the members of the board of directors of the subsidiary company may be subject to interference to act in accordance with the interest of the group. Under the TCC, the position of the members of the board of directors of the subsidiary company in cases of conflict of interest is regulated for the first time. In the general preamble of the TCC on the group of companies, the difference in the liability of the members of the board of directors of subsidiary companies from the general provisions is based on the fact that they are elected by the parent company and that they are at risk of losing their jobs. However, when the TCC provisions and preambles are analysed, it is concluded that the main reason for the difference is to protect the interests of the group, within certain limits, through the corporate group law. In this study, the liability of the members of the board of directors of the subsidiary company for the damages arising from their acting in accordance with the interference will be discussed in the context of the authority/liability based on the intensity of dominance. In addition to the liability regime to which the members of the board of directors of the subsidiary company are subject, the duties and prohibitions to which they are subject will be analysed with the aspects that differ from the general provisions. Finally, the procedure to be applied in the liability action will be analysed. Keywords: Group of Companies, Subsidiary Company, Board of Directors, Liability, Liability Action