Bankalarda birleşme ve devir üzerine yasal bir inceleme
Başlık çevirisi mevcut değil.
- Tez No: 87050
- Danışmanlar: YRD. DOÇ. DR. MUSTAFA İME
- Tez Türü: Yüksek Lisans
- Konular: Bankacılık, Ekonomi, Banking, Economics
- Anahtar Kelimeler: Banka birleşmeleri, Bankalar Kanunu, Birleşmeler, Devir, Hukuka uygunluk, Bank mergers, Banking Law, Mergers, Turnover, Compliance with laws
- Yıl: 1996
- Dil: Türkçe
- Üniversite: Marmara Üniversitesi
- Enstitü: Bankacılık ve Sigortacılık Enstitüsü
- Ana Bilim Dalı: Bankacılık Ana Bilim Dalı
- Bilim Dalı: Belirtilmemiş.
- Sayfa Sayısı: Belirtilmemiş.
Özet
Özet yok.
Özet (Çeviri)
SUMMARY Growth of a bank, from the micro aspect, is an essential factor but also from the macro aspect, is an important element for the country's level of prosperity. The banks which can compete in both national and international level are the banks taht reach to a certain level of growth. So, one of the ways to reach to an optimal size which has the ability to compete is the mergers between banks. In tudays, not only in national dimensions but also in international dimensions, especially in USA and Europe, mergers and acquisitions are increasing. This subject is also very important for Turkey to become International as an Industrialized country and for fast economic development So, we have to sumarize how the mergers and acquisitions occur. The difference between merger and acquisition; when two or more banks assets and the stockholders come together this is called a merger; when only the assets are come together without the stockholders this is called on acquisition. There is no difference between merger and acquisition from the economic aspect. In the Law of Banks mergers and acqusitions are organized in two parts. The first one relates to the banks which have bad financial positions and can not rescue thenselves. This first part containes the related decree of ministry or council of ministry and called compulsory merger or acquisition. The second one containes the mergers and acquisitions which are decided by the related banks authorities and called voluntary merger or acqusition. Voluntary merger or acqusition subject to the Law of Trade's article 451“take over”and article 452“new partnership”. In the acquisition, Bank A finishes its legal existence and came togetler with Bank B. Bank A participates and Bank B takes over. 80The stages of acquisition are 1- Preparation stage and the acquisition agreement is prepared 2- Signing the agreement 3- The real agreement alteration text is prepart and the expertisation is required by the court. 4- Ministry permission. 5- General Assemly of the both banks called for the meeting. 6-Approval of the court. 7- Registration and declaration, In the new partnership, two banks finish their legal existence and establish a new bank. The stages of the merger; 1- The preparation of the merger agreement 2- Permission of the Ministry or Council of Ministry 3- General Assembly of the both banks called for the meeting. 4-The expertisation is made. 5- The approval of the real agreement to the notary. 6- Approval of the court 7- Registration and declaration. There is no detailed organization for the compulsory merger or acquisition But Council of Ministry has the authority to determine the procedure of this operations. In general, compulsory merger or acquisition takes place as a goverment sanction. Mostly, this affects the public banks. /,<f 81Examples for the compulsory merger or acquisition; 1- The acquisition of 3 banks to Ziraat Bankası 2- The merger between Anadolu Bank and Emlak Bank, they take the name“Emlak Bank A.Ş”. 3- The acquisition of Denizcilik Bank to Emlak Bank When we examine the mergers and acquisitions from the aspect of Taxation Law, they have the responsibilities of; 1- Stamp Tax Responsibility. 2- Land Tax 3- Responsiblity that occurs from the Law of Expenditures. 4- Institution Tax Responsibility. 5- Income Tax Responsibility. The Institution Tax Law, determines some of the mergers which are made according to some conoutions as acquisitions. The goverment taxes the Income until the acquisition date of the bank which is ended its legal existence, the merger income cannot be taxed according to the judicial decision. In our country, the taxation responsibilities which occurs with the mergers or acqusitions; is very hard and heavy. So this retains the banks and firms to go to mergers or acquisitions. As Turkey is preparing to enter, to EU, in order to compete in such on union it should encourage mergers and should make the necessary changes in the“Law of Trade”and the“Law of Institution Tax”. 82
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