General Causes of Disputes Between Company Partners
Decision Making Processes
In partnership structures, situations where decisions must be taken unanimously or by majority vote cause differences of opinion to become apparent. This is one of the main reasons for disagreements between partners. The more complex the decision-making process, the higher the risk of disagreement.
Financial Liabilities and Dividends
Financial decisions regarding the distribution of dividends, capital increases, borrowing or new investments often lead to different interests among partners. This is especially true in family businesses.
Distribution of Authority and Duties
When one partner is actively working in the company and the other is passive, this affects the balance of workload and profit sharing. This perception of inequality damages relationships and leads to conflict.
Types of Disputes and Common Examples
One of the Partners Wants to Sell His Shares
A partner's desire to leave the company and transfer his shares to third parties may be deemed unacceptable by the other partners. In this case, the pre-emption right, valuation and approval mechanisms come into play.
Act of One of the Partners Against the Agreement
Other partners may wish to take action against partners who act contrary to the articles of association or cause damage to the company, such as sanctions or expulsion from the partnership.
The Process of Leaving the Company and Liquidation
While one partner wants the company to be liquidated, the other may want to continue. This situation leads to mediation as a serious dispute affecting the future of the company.
Traditional Dispute Resolution Methods
General Assembly Decisions
The general assembly is the first step in resolving internal disputes, but things can get stuck when a majority is not reached or when decisions become unenforceable.
Application to Court
Taking legal action is a time-consuming and costly process. Court proceedings can also cause permanent rifts between parties.
Arbitration Process
If there is an arbitration clause in the contracts, the dispute can be resolved by independent arbitrators without going to court. However, this process can also be a serious burden in terms of time and cost.
Legal Basis for Mediation
Law No. 6325 on Mediation in Legal Disputes
This law regulates the parties to voluntarily resolve their disputes through an independent and impartial mediator. Mediation has a special place for commercial disputes.
Difference Between Compulsory and Optional Mediation
In some commercial disputes, it is a legal obligation to apply to a mediator before filing a lawsuit. In other cases, it can be applied optionally. Company partnerships are often considered mandatory.
Mediation Becomes Mandatory in Commercial Disputes
Application Changes After 2018
As of 2018, a requirement to apply to a mediator before filing a lawsuit has been introduced for matters falling within the scope of the Commercial Code. Disputes between company partners are also included in this scope.
Not Being Able to File a Lawsuit Without Applying to a Mediator
Cases filed before the mandatory mediation phase is completed are rejected on procedural grounds. This necessitates that the process be structured correctly from the beginning.
How the Mediation Process Works
Application and Party Notification
One of the parties applies to the mediation office. The mediator invites the other party to a meeting. The process begins when the parties consent.
Mediator Selection and Meetings
The parties choose an expert listed on the Registry of Mediators. Meetings usually take place within 1-2 weeks. Meetings are confidential and flexible.
Reconciliation of the Parties and Preparation of the Minutes
When an agreement is reached, a report is prepared by the mediator. This report is a court decision and can be directly enforced.
Impact on Relationships Between Company Partners
Protection of Business Reputation
Mediation prevents negative perceptions in court. The company's image in the eyes of commercial circles and customers is not damaged.
Continuation of Long-Term Cooperation
While court processes end relationships, mediation allows the parties to continue their relationship. It is important for the continuity of the company.
Avoiding the Corrosive Effects of Conflict
Long cases tire the parties. Mediation reduces the mental burden on the parties by providing a solution in a short time with less stress.
Advantages of Mediation
Time and Cost Savings
While litigation can take years, mediation is usually completed within a few weeks. Mediation costs, such as legal fees, expert witness and attorney fees, are either nonexistent or very low.
Privacy Element
The mediation process is completely confidential. This method offers a great advantage when the parties do not want their dispute to be reflected in the public.
Participation of Parties in the Decision-Making Process
While the judge makes a decision in court, in mediation the parties develop their own solution together. This allows the parties to accept the result more easily.
Examples of Solutions Provided through Mediation
Share Transfer and New Partnership Structure
If one of the partners in dispute wants to sell his shares, a compromise can be reached by determining the share value, payment plan and legal infrastructure of the transfer during the mediation process.
Board Restructuring
When there are managerial conflicts between partners, job descriptions can be reshaped. Labor peace can be achieved with new distributions of responsibilities.
Revision of the Articles of Association
Amendments to the articles of association, reorganization of majority voting or veto rights are common solutions in mediation.
In Case Mediation Fails
The Process of Filing a Lawsuit
If the parties cannot reach an agreement during the mediation process, they can apply to the court with the final report. This report is an official part of the process as it replaces the requirement for a lawsuit.
The Effect of Mediation Minutes on the Court
Even if unsuccessful, mediation sessions can provide information to the court during the trial. However, the details are not used because they are confidential in content.
Dispute and Mediation Practices by Company Types
Partnership Problems in Limited Companies
In limited companies, decisions are usually taken at the general assembly of partners. Issues such as dividends, capital increases and expulsion from the company can be resolved through mediation.
Shareholding Disputes in Joint Stock Companies
Disputes such as the problems that shareholders experience with the board of directors, the transfer of shares or the restriction of their right to obtain information are suitable for the mediation process.
Mediation Approaches in Sole Proprietorships
Partnerships in sole proprietorships are more personal. Loss of trust between the parties can be repaired through mediation. This method is particularly effective for partners who have been working together for many years.
Inclusion of the Mediation Agreement in the Company's Articles of Association
Prioritizing Mediation in Disputes
Adding mediation as a mandatory resolution method to the main contracts directly initiates the process in possible disputes and reduces the court burden.
The Role of Preventive Legal Structures
Integrating mediation provisions into the company agreement directs the parties to constructive dialogue methods before a dispute arises.
Things to Consider When Choosing a Mediator
Area of Expertise and Experience
Mediators who specialize in issues such as commercial law and partnership relations can produce faster solutions because they are familiar with technical and sectoral details.
Impartiality and Reliability
Choosing a mediator that both parties can trust is critical to the smooth running of the process.
Understanding the Company's Sectoral Dynamics
A mediator who knows the dynamics of the field in which the company operates can develop more accurate solution suggestions.
The Role of the Lawyer in Mediation
Process Monitoring and Negotiation Support
Lawyers prevent legal risks by participating in negotiations and contribute to balancing the interests of the parties.
Preparation of Legal Documents
In order for the report to be valid and binding, documents prepared with the support of a lawyer are of great importance.
Creating a Negotiation Strategy
Attorney support can help the parties express their demands appropriately and take a strategic approach to negotiations, leading to success.
Frequently Asked Questions
1. Is mediation required before filing a lawsuit in internal company disputes?
Yes. In many matters falling within commercial law, mediation is mandatory before applying to court.
2. Are the mediation minutes binding?
When the parties reach an agreement, the signed report has the force of a court decision and can be enforced.
3. How many days does mediation take?
It is usually concluded within 2-4 weeks. However, it may vary depending on the participation of the parties in the process.
4. Is there confidentiality in mediation?
Yes. The process is completely confidential. Statements from interviews cannot be used as evidence in court.
5. Who selects the mediator?
The parties determine a mediator by mutual agreement. Otherwise, a mediator is assigned by the system.
6. Can a lawsuit be filed after mediation?
If the parties cannot reach an agreement, the litigation process can be initiated with the final report.
Sample Mediation Plan for Partners
Integrating results into the company structure
Consent of the parties for joint negotiations
Application to the mediation office
Parties' determination of a mediator
Putting the disputed issues in writing
Creating a meeting schedule
Both parties submit their offers
The mediator offers solution suggestions
If an agreement is reached, preparation of a report
Creation of implementation plan