Anonim şirket yönetim kurulu üyelerinin işlemlerinin hukuka uygunluk denetiminde yeni bir kriter: Business judgment rule (Yöneticinin hukuka uygunluk kuralı)

Abstract

The reform movements of the last century in the Joint-Stock Companies area that was started in US and spread over to Europe have inevitable impacted on our country as well. The changes that surface in this process coincide with management and effective supervision.Replacing the old traditional civil and criminal penalties with transparent and pre-determined guiding principles to achieve good management and fair auditing system would be in more alliance with the requirements of the modern global trade life. This is the reason why management and supervision approach has been favored over the traditional statutory regulations. It is more difficult to amend/repeal statutory provisions than to amend these administrative and supervisory regulations. Therefore, now the question is - what is the most effective way in managing Joint ? Stock Companies? Thus, there is a new goal. Not only the company?s, shareholders? interests but now, we have to consider the interests of the creditors of the company and see how company can be managed in due care, in accordance with law, and effectively.Bjr is a mechanism that was developed to protect the decisions taken in due care against the lawsuits brought in conflict of interest situations to obtain monetary relief. It also should be noted that, especially with the effect of the bjr, by applying it to the board of directors? decisions there will be an additional control mechanism in place.This will enable to make those decisions in accordance with law before it causes any damages. This will also reduce the load of the courts and backlog and eliminate long standing, never ending trials. In addition to the above mentioned benefits, bjr will help the civil law develop by imposing a burden of proof on the plaintiff.