Non-Pecuniary Private Benefits in Publicly Traded Corporations

Murat Can Pehlivanoğlu, S.J.D. (2018), San Francisco Golden Gate University, is Assistant Professor of Law at Istanbul Kent University. He has published widely on commercial law and corporate law, and teaches at several universities.

1 Introduction

 1 Introduction of the Issue


 2 Importance and Beyond


 3 Framework for Analysis




2 Defining the Concepts and the Flaw

 1 Non-pecuniary Private Benefits

 1.1 Generally


 1.2 Types of Non-pecuniary Private Benefits


 1.3 Justification for Mandatory Protection

 1.3.1 General Considerations


 1.3.2 Using the “Nexus of Contracts” Theory




 2 Influencing Shareholder


 3 The Transaction-Based System

 3.1 Generally


 3.2 Rationale of Transaction-Based Systems




 4 Conclusion




3 Components of the Transaction-Based System in Turkish Law

 1 Generally


 2 Specific Provisions

 2.1 Fundamental Corporate Changes


 2.2 Concealed Distribution of Capital and Related-Party Transactions


 2.3 Liability in Corporate Groups


 2.4 Securities Authority’s Miscellaneous Powers




 3 Conclusion




4 The “Reasonable Expectations” Standard

 1 Generally

 1.1 Theoretical Framework of the “Reasonable Expectations” Conception


 1.2 Basic Reasonable Expectations’ Current Protection in Corporate Law


 1.3 Purview of the Basic Reasonable Expectations

 1.3.1 Expectations Regarding the Corporate Purpose


 1.3.2 Expectations Regarding the Management




 2 Shareholder Oppression Law in the U.S.

 2.1 Generally


 2.2 Legal Nature of the Action


 2.3 Delaware Law


 2.4 New York Law


 2.5 Remedies




 3 Components of the “Reasonable Expectations” Standard


 4 Justifications for Application to the Publicly Traded Corporation

 4.1 Generally


 4.2 Challenges in Defending the Imposition


 4.3 Rethinking the Conception

 4.3.1 Generally


 4.3.2 Sources




 5 Conclusion




5 Involuntary Dissolution Action in Turkish Law

 1 Generally


 2 Legal Nature of the Action


 3 Elements of the Cause of Action

 3.1 Generally


 3.2 Effect of the Mandatory Nature of Corporate Law




 4 The “Just Cause” Concept

 4.1 Current Interpretation


 4.2 Using the “Reasonable Expectations” Standard




 5 Remedies

 5.1 Remedying Non-pecuniary Private Benefit Extractions


 5.2 The Problem of Direct Compensation




 6 Application to Non-pecuniary Private Benefit Extractions


 7 Conclusion




6 Conclusion


Bibliography


Index