We are honored to bring to you our new book "Newsletter 2016". Since 2010, at the end of each year we compiled the articles that are posted monthly on our website in a book to allow our readers an outlook on the year's key legal developments. This book of articles now published for the seventh year, has attracted growing attention from our clients, business partners and fellow practitioners over the years. While the book was well received by many of the readers, we are highly encouraged to keep the impetus and further develop and expand our work. It is a pleasure to see that the articles are frequently cited in a number of scientific studies and they are now considered reliable academic resources. This gives us pride and even greater motivation. We continued the tradition of the past years for this publication of Newsletter 2016. In 2016, our team wrote on a wide variety of legal disciplines some of which are in new areas of law developed in parallel to meet the needs of the today's business. Further we did not leave out the importance of comparative law and our team researched on the developments in foreign legislations including the European Union. In this seventh book, you will find articles on corporate law issues implementation of which we intend to shed some light on such as abuse of exercise of dominant position in joint stock companies, the concept of "important reason" in share transfer restrictions and the right to request information of the board directors. The increase in Public-Private Partnerships (PPPs) in the recent years inspired us to write about our considerable experience both in Turkey and a recent PPP in Ecuador where we acted as advisors from a comparative law perspective. Our team wrote extensively on the much discussed contemporary issues in competition law this year such as the cinema services sector report, passing-on defense and indirect purchaser rule in compensation claims, and price/margin squeezing and decisions of the Turkish Competition Board on the Association of Electricity Distribution System Operators (Elder) and Yemek Sepeti, an online food takeaway company. As a GAR100 listed law firm with a proven track record in international arbitration, it was inevitable for us to write on the landmark decision of Swiss Supreme Court for stay of the arbitration pending compliance with multi-tiered arbitration clause. In 2016, we witnessed a lot of amendments introduced to arbitration rules. Therefore our arbitration team enjoyed writing on Istanbul Arbitration Center (ISTAC) Rules, ICC Rules on expedited procedure and document production requests under the IBA Rules. In energy law, we particularly focused on writing a series of articles on the legislative amendments made in the licensed and unlicensed energy generation facilities and renewables. As customary over the years, we wrote on contemporary issues in capital markets, contract law (law of obligations), labor law and affairs, intellectual property, civil law and bankruptcy and collection litigation as well as tax law. The chapter on Legal Developments provides a global insight into material developments in international agreements, laws, regulations, communiques as well as a synopsis of the decisions of the Turkish Competition Board and the Privatization Authority, and a list of energy legislation made effective in 2016 and extracts of key court precedence. We believe that this last chapter portrays an executive look on legal developments of 2016.(ÖNSÖZDEN)

SUMMARY OF CONTENTS

COMMERCIAL LAW
Consequences of Non-Attainment of Guaranteed Minimum Order in Agency and Distribution Contracts
Escrow Agreement in Turkish Law and Its Application in Mergers & Acquisitions
Transfer of Assets in Company Spin-offs
Unlawful Exercise of Dominance
Cross Shareholding in Group of Companies
Important Principles regarding Dividends in Joint Stock Companies
Lifting the Corporate Veil: An Exceptional Concept of the Shareholders' Limited Liability Principle
Options and Similiar Rights of Shareholders in respect of the Shares of Joint Stock Companies
Non-Compete Clauses in Share Transfer Agreements Review of the Court of Cassation's Decision
Important Reason in Terms of Share Transfer Restrictions
Indemnity Clauses under Share Purchase Agreements
Right to Request Information and Examination of the Members of the Board of Directors
Single Shareholder Joint Stock Companies
Share Transfers in Limited Liability Companies
Latest Amendments to the Turkish Commercial Code and the Law on Cheques

PUBLIC PRIVATE PARTNERSHIP (PPP)
Healthcare PPP Projects: Funders' Direct Agreements
Healthcare PPP Projects: Payment Capacity of the Ministry of Health
A Brief Comparison between Ecuadorian and Turkish Public-Private Partnership Arrangements

COMPETITION LAW
Cinema Services Sector Report of the Competition Authority
Passing-On Defense and Indirect Purchaser Rule in Compensation Claims Arising from Competition Law
Price/Margin Squeeze
Recent Problems in Electricity Distribution Sector: ELDER Decision
Confidentiality of Written Communications between Lawyer and Client In Accordance With Dow Decision
European Commission Preliminary Report on the E-commerce Sector Inquiry
Footsteps of "MFN" Practice in Turkey: Yemek Sepeti Decision
State Aid in Turkish Competition Law
Tüpraş Decision and the Rebate Systems

ARBITRATION LAW
Swiss Supreme Court Decided Stay of the Arbitration Pending Compliance with Multi-tiered Clause
Istanbul Arbitration Center Rules of Arbitration
ICC Rules on Expedited Procedure
Soft Law in International Arbitration
Document Production Requests in International Arbitration and Due Process Concerns
Document Production Requests pursuant to IBA Rules on the Taking of Evidence in International Arbitration-I
Document Production Requests pursuant to IBA Rules on the Taking of Evidence in International Arbitration-II
Promoting Settlement in International Arbitration
Expert Witnesses in International Commercial Arbitration
Consent to Arbitrate in Investment Arbitration
The Recent Philip Morris v. Uruguay Decision

CAPITAL MARKETS LAW
Share Buy-Back by Listed Corporations
Financial Reporting Principles of Mutual Funds
Recent Developments Regarding Alternative Investment Funds in Europe

LAW OF OBLIGATIONS
Legal Liability of Banks as Trustworthy Institutions
Organizational Liability Added to Art. 66 of the Turkish Code of Obligations Regarding Employer's Liability
Can Errors in Predicting Future Facts Be Considered Fundamental Errors?
Contractual Penalty under Turkish Law
The Code on Movable Pledges and Its Innovations
Financial Sale and Lease Back
The Obligation of Lessee to Return or to Purchase the Leased Property under the Financial Lease Agreements

ENERGY LAW
Proposed Exposure Draft to Amend the Regulation on Unlicensed Electricity Generation
Significant Amendments to the Unlicensed Electricity Generation Regulation
Key Points Regarding the Regulation on Certification and Support of Renewable Energy Resources
Key Points Regarding the Draft Regulation on Renewable Energy Resource Areas
Regulation on Renewable Energy Resource Areas Entered into Force

LABOR LAW
New International Workforce Law and New Horizons for Foreign Employment in Turkey
Draft Law Regarding Temporary Employment Relationship and Private Employment Agencies
Amendments to the Labor Law Introduced by Law Numbered 6663
Workplace Practices
Draft Law on Labor Courts
Entitlement to Overtime Payment

INTELLECTUAL PROPERTY LAW
Prevention of Intellectual Property Rights Infringements through the Internet
Industrial Property Law Bill

LAW OF CIVIL PROCEDURE AND ENFORCEMENT AND BANKRUPTCY
Establishment, Structure and Functioning of Regional Courts of Appeal
Challenging Decisions of the Regional Courts of Appeal
Recent Decision of the Court of Cassation on the Forfeiture of the Right to Submit Evidence When the Respondent Fails to Submit its Statement of Reply
Concordat as an Alternative to Suspension of Bankruptcy

TAX LAW
Dismissal of Tax Penalties
Information Exchange under Turkish Tax Law
Latest Amendments to the Stamp Tax Law

MISCELLANEOUS
Personal Data Protection under Turkish and European
Legislation-II
UEFA Financial Fair Play Regulations
Termination of Subscription Agreements

LEGAL DEVELOPMENTS
Important International Agreements
Important Council of Ministers Resolutions
The Grand National Assembly of Turkey Decisions
Important Changes and Developments in Laws
Important Changes and Developments in Regulations
Important Changes and Developments in Communiques
Important Changes and Developments in General Communiques
Important Changes and Developments
Important Legislation and Decisions regarding Competition
Important Legislation and Decisions regarding Mergers and Acquisitions
Important Publications and Decisions regarding Privatization
Important Changes and Development regarding Energy Law
Important Case Law and Other Important Decisions

THESAURUS