Şirketler Hukuku Uyuşmazlıklarının Tahkim Yoluyla Çözümünde İsviçre Borçlar Kanunu m. 697n Hükmünün -Türk Hukukuna Olası Etkileriyle Birlikte- Tanıtılması

Entering into force on 01.01.2023, the Swiss Joint Stock Company Law Revision provides the normative basis (CO art. 697n) for the settlement of corporate law disputes by arbitration. The provision permits the inclusion of arbitration clauses in the articles of association, provides for regulations on the arbitration procedure and sets out requirements to protect the rights of shareholders directly affected by the arbitral award. At this point, details such as the obligation for disputes to be resolved by an arbitration court with its seat only in Switzerland, the requirement of a qualified quorum in the general assembly for the inclusion of an arbitration clause in the articles of association, …

In Turkish law, which does not contain a provision similar to CO 697n, it is controversial whether corporate law disputes can be resolved through arbitration. The debate focuses on the arbitrability of the annulment of the general assembly resolution in the context of Article 408 of the CCP and Article 1/IV of the ICC, and whether the arbitration clause can be incorporated into the company agreement and become binding for all shareholders. It can be said that in most of the corporate law disputes, the classical view, which has a negative approach to arbitration, and the reformist view, which takes advantage of the favourable winds gathering strength in continental Europe, are in a struggle.…

In our Paper, we analyse how an arbitration clause can be considered binding in light of CO art. 697n, the requirements for an arbitration clause to be deemed binding in light of CO art. 697n will be discussed, and the grey areas left by the provision will be addressed. In this respect, we argue that CO art. 697n, which boldly regulates the intersection of corporate law and arbitration, and its possible effects on Turkish corporate law, which is still distant from arbitration, and whether it may inspire the Turkish legislator in the future.…

Keywords: Corporate law, arbitration, revision of Swiss corporate law, arbitration clause, arbitrability.…