Modification of Articles of Association in Corporations Law(ÖHDR-351)
| Course Code | Course Name | Semester | Theory | Practice | Lab | Credit | ECTS |
|---|---|---|---|---|---|---|---|
| ÖHDR-351 | Modification of Articles of Association in Corporations Law | 1 | 3 | 0 | 0 | 3 | 7 |
| Prerequisites | |
| Admission Requirements |
| Language of Instruction | Turkish |
| Course Type | Elective |
| Course Level | Doctoral Degree |
| Course Instructor(s) | Sıtkı Anlam ALTAY anlamaltay@gmail.com (Email) |
| Assistant | |
| Objective | It is aimed to examine and interactively discuss the concept of articles of association, which is described as the "constitution" of joint-stock companies and forms the basic framework of the establishment, operation and termination of companies, and the legal issues in the process of changing the articles of association, at the doctoral level. |
| Content | Within the scope of the course, subjects related to the purpose of the course, such as the legal nature of the articles of association of joint stock companies, the analysis of corporative and non-corporative provisions, the legal limit of the freedom of articles of association and its amendments, the procedure for amendment of the articles of association, privileges, special articles of association changes such as capital increase and decrease, are scientific studies and are examined in the light of classroom discussions. |
| Course Learning Outcomes | At the end of the course, students will have learned the important discussions regarding the articles of association and amendments to the articles of association, will have formed ideas on solutions to legal issues frequently encountered in practice, and will have developed the reasoning skills required for doctoral formation in the context of corporate law. |
| Teaching and Learning Methods | Lectures, scientific studies, judicial decisions |
| References |
Ünal Tekinalp, Sermaye Ortaklıklarının Yeni Hukuku, İstanbul 2020. Reha Poroy / Ünal Tekinalp / Ersin Çamoğlu, Ortaklıklar Hukuku I, İstanbul 2021. Reha Poroy / Ünal Tekinalp / Ersin Çamoğlu, Ortaklıklar Hukuku II, İstanbul 2019. In addition, current articles covering different sections of the course subject are shared with the class. |
Theory Topics
| Week | Weekly Contents |
|---|---|
| 1 | Concept and Legal Nature of Articles of Association |
| 2 | Freedom of Articles of Association and Its Limits |
| 3 | Corporative Provisions |
| 4 | Non-corporative Provisions |
| 5 | Procedure for Amendments to the Articles of Association |
| 6 | Privilege - Acquired Rights Distinction |
| 7 | The Role of the Special Board of Privileged Shareholders |
| 8 | The Role of the Special Board of Privileged Shareholders |
| 9 | Capital Expenditure and Related Legal Issues |
| 10 | Capital Expenditure and Related Legal Issues |
| 11 | Capital Expenditure and Related Legal Issues |
| 12 | Capital Reduction |
| 13 | Capital Reduction and TCC 376 |
| 14 | The Role of the Articles of Association in Liquidation |
Practice Topics
| Week | Weekly Contents |
|---|
Contribution to Overall Grade
| Number | Contribution | |
|---|---|---|
| Contribution of in-term studies to overall grade | 0 | 50 |
| Contribution of final exam to overall grade | 0 | 50 |
| Toplam | 0 | 100 |
In-Term Studies
| Number | Contribution | |
|---|---|---|
| Assignments | 0 | 0 |
| Presentation | 0 | 0 |
| Midterm Examinations (including preparation) | 0 | 0 |
| Project | 0 | 0 |
| Laboratory | 0 | 0 |
| Other Applications | 0 | 0 |
| Quiz | 0 | 0 |
| Term Paper/ Project | 0 | 0 |
| Portfolio Study | 0 | 0 |
| Reports | 0 | 0 |
| Learning Diary | 0 | 0 |
| Thesis/ Project | 0 | 0 |
| Seminar | 0 | 0 |
| Other | 0 | 0 |
| Toplam | 0 | 0 |
| No | Program Learning Outcomes | Contribution | ||||
|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | ||
| 1 | Recognizing positive norms in private law and being able to define and explain the principals of methodology, | X | ||||
| 2 | Being able to determine, identify and restate legal problems, | X | ||||
| 3 | Being able to use legal interpretation principals in an efficient manner in order to analyze and resolve a legal problem and in order to develop a strategy, | X | ||||
| 4 | Being able to conduct academic researches on legal problems and to propose solutions, | X | ||||
| 5 | Assuming responsibility individually or collectively for resolving complicated legal problems, | X | ||||
| 6 | Being able to criticise positive norms of the law system, | X | ||||
| 7 | Being able to explain technical legal knowledge in private law in Turkish, French and English verbally or in writing, being able to report personal opinion concerning a legal problem verbally or in writing in a persuasive manner, | X | ||||
| 8 | Being able to follow up the local and international legal literature, to update technical legal knowledge permanently, to use information technology in an efficient manner in order to achieve these goals, | X | ||||
| 9 | Being able to conduct comparative academic researches between different law systems, | X | ||||
| 10 | Being able to explain and utilize academic study methodologies in order to conduct academic research on a certain legal problem. | X | ||||
| Activities | Number | Period | Total Workload |
|---|---|---|---|
| Class Hours | 14 | 3 | 42 |
| Working Hours out of Class | 14 | 3 | 42 |
| Assignments | 14 | 3 | 42 |
| Presentation | 0 | 0 | 0 |
| Midterm Examinations (including preparation) | 0 | 0 | 0 |
| Project | 0 | 0 | 0 |
| Laboratory | 0 | 0 | 0 |
| Other Applications | 0 | 0 | 0 |
| Final Examinations (including preparation) | 0 | 0 | 0 |
| Quiz | 0 | 0 | 0 |
| Term Paper/ Project | 14 | 3 | 42 |
| Portfolio Study | 0 | 0 | 0 |
| Reports | 0 | 0 | 0 |
| Learning Diary | 0 | 0 | 0 |
| Thesis/ Project | 0 | 0 | 0 |
| Seminar | 0 | 0 | 0 |
| Other | 0 | 0 | 0 |
| Total Workload | 168 | ||
| Total Workload / 25 | 6.72 | ||
| Credits ECTS | 7 | ||