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Directors' Duty of Care in Corporate Governance: Legal, Technological and Sustainability Perspectives
Directors' Duty of Care in Corporate Governance: Legal, Technological and Sustainability Perspectives
1. Baskı,
Haziran 2024
Kitabın Detayları
Dili:
İngilizce
Ebat:
16x24
Sayfa Sayısı:
174
Kitabın Fiyatı:
300,00₺
Temin süresi 2-3 gündür.
Kitabın Açıklaması
Firstly, this thesis explains the legal framevvork surrounding the duty of çare that directors owe to the company within the context of Turkish law. Secondly, it vvill examine the potential impact of new technologies and sustainability concerns on the fiduciary obligations of loyalty and çare owed by directors vis-â-vis the company.
Kitabın Konu Başlıkları
Duty of Care of Directors in Joint Stock Companies
The Impact of Digitalisation of Companies to The Duty of Care of Directors
The Impact of Sustainability Issues to The Duty of Care of Directors
Kitapla İlgili Kategoriler
Yorumlar
Kitabın İçindekileri
TABLE OF CONTENTS
ACKNOWLEDGEMENTS
5
GENİŞ ÖZET
7
TABLE OF CONTENTS
13
ABBREVIATIONS
19
ENTRANCE
21
AIM AND SCOPE OF THE THESIS
22
PROBLEMS AND KEY RESEARCH QUESTIONS
22
RESEARCH METHODS
23
STRUCTURE OF THE THESIS
23
LITERATURE REVIEW
26
CONTRIBUTION AND ORIGINALITY OF THESIS
27
FIRST CHAPTER
DUTY OF CARE OF DIRECTORS IN JOINT STOCK COMPANIES
1. GENERAL OVERVIEW OF THE DUTY OF CARE OF DIRECTORS IN JOINT
STOCK COMPANIES
29
1.1. Place of the Duty of Care in the Law of Obligations and the TCC
29
1.2. Legal Nature of the Duty of Care
34
1.2.1. Legal Nature of the Duty of Care Within the Scope of the
Employment Agreement
34
1.2.2. Legal Nature of the Duty of Care in Joint Stock Companies
35
1.3. Fundamental Functions of the Duty of Care in the Management of
Joint Stock Companies
37
1.3.1. Providing Transparency and Legal Security
37
1.3.2. Identifying the Duties of Directors
38
1.3.3. Contributing to Corporate Governance
38
1.3.4. Role of the Duty of Care in Legal Liability of Directors
39
2.UATION OF THE DUTY OF CARE AS TO PERSON AND TIME
40
2.1. General Overview
40
2.2.uation of the Duty of Care as to Person
40
2.2.1. Members of the BoD
40
2.2.2. Characteristics of the Duty of Care for Legal Person Members
of BoD
41
2.2.3. Characteristics of the Duty of Care of Directors of Controlled
Company
43
2.2.3.1. Characteristics in Fully Controlled Companies
43
2.2.3.2. Characteristics in Partially–Controlled Companies
45
2.2.4. Characteristics of the Duty of Care of Independent Members of
BoD
47
2.2.5. Characteristics of the Duty of Care of the Chairman and Vice
Chairman of the BoD
48
2.2.6. Characteristics of the Duty of Care in Joint Stock Companies
with Sole Shareholder
48
2.3. Third Persons in Charge of Management
49
2.3.1. General Overview
49
2.3.2. Examination of Third Persons in Charge of Management
50
2.3.2.1. Third Parties to Whom Management or
Representation Authority Has Been Transferred
50
2.3.2.2. Commercial Representatives and Commercial Agents
51
2.3.2.3. De Facto Bodies of Companies
52
2.3.2.4. Trustees
53
2.3.2.5. Liquidators
53
2.4.uation of the Duty of Care as to Time
54
2.4.1. General Overview
54
2.4.2. Beginning Period of the Duty of Care
54
2.4.3. Ending Period of the Duty of Care
55
2.5. Joint Stock Company as the Incumbent of the Duty of Care
56
3. SUBJECT OF THE DUTY OF CARE AND CRITERIA REGARDING THE DUTY OF
CARE
57
3.1. General Overview
57
3.2. Acceptance of the Duty of Care
58
3.3. Duty of Care in the Process of Decision–Making
59
3.4. Duty of Care in Determining the Company’s Management
Organization
62
3.5. Other Areas
63
3.6. Criteria Regarding the Duty of Care
64
3.6.1. General Overview
64
3.6.2. Subjective Criterion
64
3.6.3. Objective Criterion
65
3.6.4. Objective Criterion in Accordance With Applicable Law
65
4. LEGAL CONSEQUENCES OF THE DUTY OF CARE OF THE MEMBERS OF BoD
67
4.1. Legal Liability
67
4.2. Due Cause for Dismissal of the Members of BoD and the Directors
70
4.3. Due Cause for Terminating Joint Stock Companies
70
5. BUSINESS JUDGMENT RULE AND THE DUTY OF CARE
71
5.1. General Overview
71
5.2. Application of the Business Judgment Rule in Turkish Law
72
5.3.uation Regarding the Application of the Business Judgment Rule
in Turkish Law
75
SECOND CHAPTER
THE IMPACT OF DIGITALISATION OF COMPANIES
TO THE DUTY OF CARE OF DIRECTORS
1. EFFECT OF AI (ARTIFICIAL INTELLIGENCE) TO THE DUTY OF CARE OF
DIRECTORS
77
1.1. Definition of AI
77
1.2. Regulations Regarding AI
78
1.3. Incorporating AI into Companies
80
1.3.1. Use of AI to Support Human Decision Making
82
1.3.1.1. Assisted AI
83
1.3.1.2. Augmented AI
84
1.3.2. Hybrid Model (Amplified AI)
85
1.3.3. Use of AI to Human Beings in Company Boardrooms
86
1.3.3.1. Autonomous AI
86
1.3.3.2. Autopoietic AI
87
1.3.4.uation of AI Models in Company Boardrooms
88
1.3.5.uation of AI Models in Company Boardrooms According to
TCC
88
1.4.uation of AI Systems in Terms of Principles of Corporate
Governance
90
1.5. Effect of AI–based Technology to the Duty of Care and Liability of
Directors
95
1.5.1. General Overview
95
1.5.2.uation of Effect of AI–based Technology Regarding the
Duty of Care
96
1.5.2.1. Missed Opportunities
97
1.5.2.2. Falling Traps
98
1.5.2.3. Effect of Not Using AI–based Technologies in
Companies to the Duty of Care of the Directors
98
1.5.2.3.1.uation of the Use of AI Systems in
Companies in Terms of the Business
Judgment Rule
100
1.5.3.uation of the Effect of AI–based Technology Regarding
Legal Liability
102
1.5.4.uation of the Use of AI in Mergers in Terms of the Duty of
Care of the Directors
105
2. EFFECT OF BLOCKCHAIN TO THE DUTY OF CARE OF DIRECTORS
107
2.1. Definition of Blockchain
107
2.2. Operation of Blockchain
110
2.3. Types of Blockchain Technology
111
2.4. Use of Blockchain in Companies and Company Law
111
2.4.1. Use of Blockchain in Registration to the Trade Registry
112
2.4.2. Use of Blockchain in Share Ledger Records
113
2.4.3. Keeping Financial Records in Blockchain
115
2.4.4. Use of Blockchain in AGMs
116
2.4.5. Use of Blockchain in Board Meetings
119
2.5. Contribution of Blockchain to the Corporate Governance Principles
120
2.6.uation of the Relation Between Blockchain Technology and Data
Protection in Terms of the Duty of Care of Directors
121
2.7.uation of Blockchain Technology Regarding the Duty of Care of
Directors
123
2.7.1.uation of Blockchain Technology in Terms of the Business
Judgment Rule
124
THIRD CHAPTER
THE IMPACT OF SUSTAINABILITY ISSUES TO THE DUTY OF CARE OF DIRECTORS
1. CONCEPTS OF ESG, CORPORATE SOCIAL RESPONSIBILITY(CSR) AND
SUSTAINABILITY
127
1.1. General Overview
127
1.2. Concept of ESG
128
1.3. Concept of CSR
129
1.4. Concept of Sustainability and Sustainable Development
131
1.4.2. The UN Sustainable Development Goals
134
1.4.3. Sustainable Development Plans of Türkiye
136
2. THE IMPACT OF SUSTAINABLITY ISSUES TO THE DUTY OF CARE OF THE
DIRECTORS
139
2.1. The Relation Between Sustainability, Sustainable Development and
Company Law
139
2.2.ution of a Proposal for a Directive on Corporate Sustainability Due
Diligence Within the Scope of Duty of care of the Directors
142
2.3.ution of Shell vs. Clientearth Case in Terms of Duty of Care of The
Directors as a Case Study
146
2.4.uation of Article 369 of TCC In Accordance With Sustainability
Issues
148
2.5.uation of the Business Judgment Rule in Terms of Sustainability
Issues
151
CONCLUSION
153
REFERENCES
157
Kitabın Fiyatı:
300,00₺
Temin süresi 2-3 gündür.
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