Civil liability of the members of the board directors in public companies

In corporated joint stock companies, the board directors is the management and representation organ. The board directors has board authority on the company. Because of this, the liabillity that is proportional with the delagacy of the members must be legislated for them. If not, it is possible for them to abuse their delagacy. For this, most of liability provisions are legislated in Defunct Turkish Commercial Code, In Act Turkish Commercial Code, Capital Market Law. We will approach about the liability of the members of the board directors in our thesis that is made up three chapters.Our thesis is based on In Act Turkish Commercial Code, Securities Legislation an Corporate Governance Principles. However, we will mention Defunct Turkish Commercial Code provisions referring to the In Act Turkish Commercial Code provisions and the differences, if there is, between both of them.The first chapter is based on two basic topics. In the first topic, we will deal with the board directors as a body of organ, their duties and competences. In second basic topic we will deal with the legal theory of the liabililty.In the second chapter we will deal with the reasons for the civil liability and requirements of the liability.It is possible to see exceptional purposes of the civil liability of the members of the board directors in practice. On this account, in the third chapter we we will deal with the exceptional purposes of the civil liability of the members. And lastly we will deal with the reasons dissolving the liability.The members of the directors appointed from the ones that is having the requirements awarded by the act and basic contract. They must execute the responsibilities that is legislated by the act and basic contract.The liability may result from the contractual liability or tortious liability. There are most of provisions about the liability of the members of the board directors in act.It is possible for the members to be exonerated from liability by the statute of limitation, settlement, release, proving of clean hands, liability insurance and prescription period.Key Words1. Public Company2. The Members of The Board Directors3. Civil Liability4. Commercial Code5. Capital Market Law.