RESPONSIBILITY OF MEMBERS OF THE BOARD OF DIRECTORS AND BUSINESS JUDGEMENT RULE IN JOINT STOCK COMPANIES

Abstract

A general liability is regulated in Article 553 of Turkish Commercial Code that the founders, members of the board of directors, managers and liquidators are liable to the partnership, shareholders and creditors for the losses incurred if they violate their duties arising from the law and the articles of association. However, this responsibility is limited by the business judgment rule. As a matter of fact, the fact that the Board of Directors is responsible for the losses incurred in every way due to the decisions it has taken based on its discretion will cause the board of directors to become more passive. In this sense, the business judgement rule will be a reliable source for all parts.