Course code and title: AD 231.

02 – Business Law
Bogazici University, Faculty of Economics and Administrative Sciences, Department of Management
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AD 231.02 – BUSINESS LAW

COURSE SYLLABUS AND TIMETABLE

FALL 2013

CONTACT PERSONS:
LECTURERS FOR THE COURSE:
Assist. Prof. Mehmet Nafi Artemel: mehmet.artemel@boun.edu.tr

Attorney-at-Law Ayşe Deniz Altınay: d.altinay@pekin.com.tr

RESEARCH ASSISTANT FOR THE COURSE:

Ms. Irmak Erdoğan: irmakerdogan@yahoo.com

ADMINISTRATIVE COURSE DETAILS:

TITLE: Business Law
CODE: AD 231
(The ‘AD’ code allocated to the course denotes that the course is one that is offered by the
Department of Management at Bogazici University)
PREREQUISITE: AD 131
Students must have successfully completed and passed AD 131 (Introduction to Law)
AVAILABILITY: The same course is offered both in the fall and the spring term (13 weeks each)
LANGUAGE: English is the medium of instruction (as in all other courses at Bogazici University). All
handouts and other reading material for which students are held responsible in exams are in
English (for those who might be interested optional additional sources in Turkish are
suggested as seen below)
CO-LECTURERS: Assist. Prof. Mehmet Nafi Artemel (full-time faculty member in the Management Dept.)
Attorney-at-Law Ayşe Deniz Altınay (part-time Law lecturer in the Management Dept.)

COURSE OBJECTIVES:
The course is designed in particular with management students in mind with a view to provide them with a working
knowledge of fundamental legal concepts and practices that they are likely to encounter in the world of business and
commerce.

Whilst focusing predominantly on Turkish law, an international perspective has been adopted so as to ensure that our
graduates possess the requisite skills that shall be expected of them in their future careers and professions and as
entrepreneurs or senior executives whether in Turkey or abroad.

Students are provided with examples of commercial and business law practices that will enable them to become
familiar with and have a working knowledge of the procedures and dynamics of major types of commercial
transactions. The course will discuss and explore the means as to how commercial contracts may be read and
understood by executives or business people who are not lawyers as well as showing what such people should expect
from their legal advisors.

PRIMARY COURSE MATERIALS:

Lecture handouts provided by the instructors form the backbone of the course since they contain detailed definitions
and/or Turkish equivalents of technical legal terms. The lecture handouts encompass an outline of the relevant topics,
background information, and detailed explanation of the pertinent Turkish statutory provisions from a comparative
perspective as well as a legal glossary in English and in contemporary and Ottoman Turkish.

Lecture handouts may also include examples from original cases, contracts, forms and precedents which students are
expected to familiarise themselves with. Highlighted terms which are primarily defined refer to those terms that
overlap both management/economics and law. Furthermore, such terms and concepts are selected on the basis of the
likelihood of their being encountered by students in their future courses at the university and subsequently in their
future careers.

On account of major legislative amendments that have recently been introduced, in particular the Turkish Code of
Obligations and the Turkish Commercial Code, there appears currently to be a dearth of authoritative and
comprehensive legal books in English that incorporate these significant changes to the law. There shall, therefore, not
be a single textbook but instead a variety of reading material as selected by the co-lecturers which shall form the core
reading material for the course. These will typically be compiled from various articles and chapters from a range of
recent scholarly articles in legal reviews, journals and various other publications – particularly insofar as far as the
course content relates to recent Turkish legal developments.
 Course code and title: AD 231.02 – Business Law
Bogazici University, Faculty of Economics and Administrative Sciences, Department of Management
________________________________________________________________________________________________________________________
SUBSTANTIVE COURSE CONTENT:

 Various aspects of Contract Law: Basic concepts of law of obligations; classifications, formation and
validity conditions thereof; performance of an obligation, payment and type of securities; termination of a
contract, liability and indemnification; product liability and consumer protection.

 Various aspects of Commercial Law: Concept of merchant and trade name; agency and distributorship;
types of business associations; concept of limited liability, legal entity, capital and shareholders;

 Selected Business Associations: Joint Stock Company and Limited Liability Company – Incorporation,
shareholders, organisation, management and dissolution thereof. Public offering for joint stock companies.

 Selected Business Transactions: Joint Ventures, Mergers and Acquisitions - objective, phases,
documentation (JVA, SPA and SHA).

 Foreign Investment and Labour Law.

 Unfair Trade and Competition Law.

REQUIRED READING:
LECTURE HANDOUTS AS PROVIDED BY THE LECTURERS:
 Lecture handouts prepared and provided by the instructors of the course in respect of each lecture
together with reading material indicated for that lecture selected either from the supplementary material
below and/or current reports/cases, as and where deemed appropriate by the instructors.
 Book chapters, articles and other reading material as and when provided by the lecturers.

FURTHER OPTIONAL READING AND REFERENCE:

TURKISH SOURCES:
 Türk Medeni Kanunu (MK.) - Türk Borçlar Kanunu (TBK.); Türk Medeni Kanununun Yürürlüğü ve
Uygulama Şekli Hakkında Kanun (YUK.) - Türk Borçlar Kanununun Yürürlüğü ve Uygulama Şekli
Hakkında Kanun (TBKYUK.), Cevdet Yavuz, 10th ed., Beta, İstanbul, 2012
 Türk Ticaret Kanunu ve İlgili Ticari Mevzuat, Hasan Pulaşlı, Adalet, Ankara 2013

ENGLISH SOURCES:
 Introduction to Turkish Business Law, Tuğrul Ansay and Eric Schneider, Kluwer Law International, The
Hague, 2001 (hard cover), Turhan Kitabevi, Ankara, 2002 (paperback)
 Turkish Business Law, Vol. 1, Turhan Esener, Boğaziçi University Press, İstanbul, 2004
 Turkish Business Law, Vol. 2, Turhan Esener, Ömür Yarsuvat, Boğaziçi University Press, İstanbul, 2003

RECOMMENDED LEGAL DICTIONARIES:

 (English: Dictionary of Law, 5th ed. (paperback), A & C Black (formerly by Peter Collin Publishing), London;
Bilingual (Turkish-English / English-Turkish): Türkçe-İngilizce Hukuk Sözlüğü, Mustafa Ovacık, Bankacılık
Enstitüsü Yayınları, Ankara, 2003; İngilizce-Türkçe Hukuk Sözlüğü, Mustafa Ovacık, Bankacılık Enstitüsü
Yayınları, Ankara, 2000)

COURSE ASSESSMENT:
Examinations: The exams for the course consist of one midterm and a final exam. The allocation of marks, in
terms of percentages, is as follows: Midterm: 50%; Final: 50%.
Exam format: Test type exams from the material provided as well as questions/comments raised during
lectures by one or the other co-lecturer.
Office hours: By appointment (via email addresses above) but a regular 1 hour is intended to be held
between 9am- 10am on Friday.
Grading scale: The official grading scale as prescribed by the Faculty is as listed below:
AA: 90-100; BA: 85-89; BB: 80-84; CB: 75-79; CC: 70-74; DC: 65-69; DD: 60-64; F: 00-59
 Course code and title: AD 231.02 – Business Law
Bogazici University, Faculty of Economics and Administrative Sciences, Department of Management
________________________________________________________________________________________________________________________

WEEKLY TIMETABLE

TENTATIVE SCHEDULE OF CLASSES

No. of Date Topics and Lecturer

Weeks
1. 27 September Timetable, method and material of the course, General
introduction to business law
by MNA
2. 4 October The development of International Commercial Law and a History
of Turkish Commercial Law
by MNA
3. 11 October Introduction to Contracts Law:
Basic Concepts: Obligations, Liability, Legal Event, Legal Action,
Legal Transaction
by ADA
4. 18 October No lectures – Religious Holidays
5. 25 October Classification, Formation, Validity, Conditions of the Contracts,
Freedom of Contract, Representation, Major Types of Contracts
by ADA
6. 1 November Liability, Performance, Payment: negotiable instruments, L/C,
Securities ( Bank L/G, mortgage, pledge, commercial pledge,
guarantor, surety)
by ADA
7. 8 November Breach, Termination, Indemnification, Torts, Product Liability,
Consumer Protection
by ADA
8. Week of 15 Midterm exam – Exact date to be announced
November
9. 22 November Introduction of Commercial Law: Merchant, Commercial
Enterprise, Trade Name, Agency, Distributorship
by ADA
10. 29 November Company Law: Types of Business Associations, Capital,
Incorporators, Shareholders, Purpose and Subject of a company,
Concept of Legal Entity and Limited Liability
by ADA
11. 6 December Joint Stock Companies: incorporation, organization, shares,
shareholders management, public offering, dissolution
by ADA
12. 13 December Limited Companies: incorporation, organization, shares,
shareholders, management, dissolution
by ADA
13. 20 December Joint Ventures, Share Transfer; Mergers and Acquisition, SPA,
SHA and Foreign Investment
by ADA
14. 27 December Unfair Trade, Competition Law and Labor Law
by ADA