NEWSLETTER-2017

51 COMMERCIAL LAW or for precautionary measures for the prevention of unemployment and its consequences. The abovementioned provisions under Articles 519(2)(c) and 519(3) of the TCC are not applied to holding companies that have the sole purpose of joining other companies. Consequently, legal reserves turn into a voluntary reserve for holding companies not bound by these requirements 3 . Exceptions withheld, holding companies are restricted in terms of purpose and subject matter in joining other companies. As mentioned, above, a holding company is engaged in joining one or more other companies providing the opportunity for manage- ment and control. Therefore, a holding company is not a direct estab- lishment, but, instead, is a joint stock company established for the aim of benefiting from the advantages of the presence of more than one corporation under one single organizational framework, and holding the management of the companies within this framework 4 . In summary, a holding company is a joint stock company 5 in terms of its activities, and is engaged, solely, in joining other companies in terms of its subject matter 6 . Thus, it cannot be engaged in other activi- ties, such as the sales of products, transfer, or acquisition of licenses. Liability of Board Members of Holding Companies and Differentiated Joint and Several Liability It is especially significant with regard to the holding company structure what the liabilities of the board members will be. As a con- sequence of the nature of the holding companies, and since the board members of holding companies are the board members of companies established only for the purpose of joining other companies, their li- 3 Çakır Rasim Can, 6102 sayılı Türk Ticaret Kanunu’nda Holding Şirketler, Dünya Gazetesi, 24 January 2014, http://www.dunya.com/gundem/6102-sayili-turk- ticaret-kanununda-holding-sirketler-haberi-235659. 4 Üçışık Güzin, Çelik Aydın, Anonim Ortaklıklar Hukuku, V. I, 2013, p.88-91. 5 Pulaşlı Hasan, Şirketler Hukuku Genel Esaslar, Uptadet 2 nd ed., Ankara, 2013, p. 151-152. 6 Pulaşlı, Hasan, Şirketler Hukuku Şerhi, V. I, Ankara, 2011, p. 275-277.