CORPORATE NEWSLETTER – MAY 2026
CHANGES TO LEGISLATION
Amendments Made to the Regulation on Documents to be Attached to a Composition Application
With this amendment, the financial reporting framework to be applied in composition applications has been redefined. Accordingly, debtors subject to independent audit shall apply Turkish Accounting Standards; legal entity traders not subject to independent audit shall apply the Financial Reporting Standard for Large and Medium-Sized Enterprises; and other debtors shall base their reporting on the Tax Procedure Code and relevant legislation.
Furthermore, it has been explicitly stipulated that the audit report, which is among the documents required to be attached to a composition petition, must be submitted in duplicate as an ‘audit report providing reasonable assurance’.
Finally, an obligation has been introduced requiring the independent audit firm to notify the Public Oversight, Accounting and Auditing Standards Authority of the composition agreement and the audit report within thirty days at the latest from the date of signature; the court registry is also required to forward the said report to the relevant Authority without delay following the filing of the case.
The relevant Regulation entered into force on the date of its publication.
Amendments Made to the Social Insurance Procedures Regulation
With these amendments, the definition of the ‘minimum labour investigation procedure’ has firstly been revised; it has been explicitly stipulated that this procedure encompasses the assessment, control and calculation stages carried out by the Institution in relation to works commissioned by public administrations, revolving fund organisations, institutions and organisations established by law, and banks in accordance with tender legislation, as well as construction works of a special nature.
It has been stipulated that, in construction sites for buildings of a special nature with more than one building permit, the unit may authorise the execution of such construction works under a single registration number provided that the following conditions are met simultaneously: the plots are adjacent or in close proximity; the employer submits a request within six months of the commencement of the first work; and the insured persons are intermingled.
The audit procedure for works subject to tender has also been revised. It is provided that, where the total amount due has not been reported despite the provisional acceptance having been completed without deficiency, an audit may be carried out on the basis of the progress payments made; however, a certificate of clearance will not be issued at this stage. It is further provided that, upon subsequent reporting of the amount, the audit will be completed on the basis of the remaining amount and a certificate of clearance will be issued. It has been stipulated that, in the event of a tender being suspended or cancelled, the audit shall be conducted solely on the basis of the amount of progress payments made; if no progress payments have been made, no audit shall be carried out.
Regulations concerning cost calculations for construction sites of a special nature have also been updated; it has been stipulated that the building permit valid on the date of completion of the works shall be taken as the basis, and that a detailed calculation method shall be applied in determining unit cost figures. Furthermore, it has been stipulated that the unit shall conduct an investigation of its own accord in workplaces where no insured workers have been employed for at least two years without closure, abandonment or liquidation; and that in investigations concerning unregistered workplaces or those where no labour declarations have been submitted, no reduction may be made at the minimum labour rate.
The Regulation entered into force on the date of its publication.
Amendments Made to the Building Energy Performance Regulation
In this context, amendments have been made to the provisions of the Regulation relating to definitions. Accordingly, the phrase “heating and cooling” has been replaced with “climate control for human comfort”.
Furthermore, new definitions have been added to the Regulation; within this framework, the definitions of “building life cycle analysis”, “building life cycle analysis certificate” and “low-carbon building certificate” have been included in the Regulation. These definitions cover the processes used within the scope of building life cycle analysis and the certificates generated via the BEP-TR system. Furthermore, amendments have been made to the regulations concerning certificates to be issued by Energy Performance Certificate experts. Accordingly, a requirement has been introduced stipulating that certain certificates must be listed in Annex 10 and must have been issued by authorised Energy Performance Certificate experts.
Furthermore, Article 27/A, titled ‘Low-carbon building certificate’, and Article 27/B, titled ‘Building life cycle analysis certificate’, have been added to the Regulation. In this context, it is envisaged that a low-carbon building certificate will be issued for buildings meeting specific class criteria set out in the Energy Performance Certificate. Furthermore, the building life cycle analysis is to be carried out in accordance with relevant standards and methods determined by the Ministry, and it has been made mandatory for buildings of a certain size to submit this analysis at the stage of applying for a building occupancy permit.
Finally, a transitional provision has been added to the Regulation, stipulating that the provisions relating to the building life cycle analysis certificate shall not apply to structures for which a tender decision or tender date was established prior to 1 January 2027. As regards entry into force, some provisions came into force on 1 January 2027, whilst others came into force on the date of publication.
JUDICIAL DECISIONS
Decision on the Unification of Case Law Regarding the Inadmissibility of Including Claims Not Included in the Statement of Claim in the Case by Way of Partial Amendment
The Grand General Assembly for the Unification of Case Law of the Court of Cassation, in its decision dated 8 May 2026 in Case No. 2021/8, made an important determination regarding the scope of amendment in civil proceedings. As of the date of this writing, the decision has not yet been published in the Official Gazette.
The Grand General Assembly ruled that, in civil proceedings, a claim not included in the statement of claim cannot be introduced into the proceedings by way of partial amendment. Accordingly, the claimant cannot resort to amendment for a claim not mentioned at all in the statement of claim; they must instead bring that claim in a separate action.
To illustrate with a concrete example: in a case brought solely to claim compensation for permanent incapacity, the claimant cannot, during the course of the proceedings, add a claim for medical expenses to the case by way of amendment; they must instead bring a separate action for this purpose. As decisions consolidating case law are binding on all courts, it is anticipated that the decision in question will directly impact legal practice from the date of its publication.
Regional Court of Appeal Decision Regarding Working from Abroad Without Notifying the Employer as a Valid Ground for Termination within the Scope of Hybrid Working
The decision of the 7th Civil Chamber of the Ankara Regional Court of Appeal, dated 22 January 2026 and numbered E.2025/2977, K.2026/104, concerns whether an employee’s departure abroad to work remotely under a hybrid working model, without notifying the employer, constitutes grounds for termination.
The dispute centres on a reinstatement claim brought by the claimant—who, under the hybrid working model, had the right to work remotely—against the termination of their employment contract on the grounds of absence, following their departure abroad without notifying the employer and carrying out their work from abroad between 10 and 14 February 2025. The court of first instance dismissed the claim, finding that the termination was based on just cause.
The Regional Court of Appeal found that the removal of the weekday block remote working arrangement constituted a substantial change to the terms and conditions of employment; that this change had not been notified to the employee in writing in accordance with Article 22 of the Labour Code; and that the claimant had not made any declaration of consent regarding the said change. Accordingly, as the claimant’s failure to physically attend the workplace on the relevant dates could not, in itself, be characterised as absence from work, the court’s finding that the dismissal was based on just cause under the provisions relating to absence from work was deemed to be incorrect.
However, the Court found that the claimant had travelled abroad without informing the employer or obtaining permission; when this was considered in conjunction with the hybrid working system and the fact that the workplace was located in Ankara, it determined that this action constituted behaviour that disrupted the workflow and caused adverse effects at the workplace. On this basis, the Court ruled that the dismissal was based on a valid ground under Article 18 of Law No. 4857 and dismissed the claim.
The decision is significant in that it establishes that, under a hybrid working model, working remotely from abroad without the employer’s consent does not constitute a valid ground for dismissal on the grounds of absence, but may constitute a valid ground for dismissal.
Decision of the Constitutional Court Regarding the Right of Appeal in the Event of Partial or Full Acceptance of an Appeal
In its decision dated 26 February 2026, numbered E.2026/49, K.2026/48, the Constitutional Court assessed sub-paragraph (a) of paragraph (1) of Article 362 (1)(a) of the Code of Civil Procedure No. 6100 in relation to the “case where an appeal is upheld in whole or in part”. The decision was published in the Official Gazette No. 33260 dated 21 May 2026.
The dispute centres on whether the rule prohibiting the lodging of an appeal against decisions of the Regional Court of Appeal in cases where the amount or value does not exceed 682,000 TL as of 2026 also applies in cases where the appeal has been upheld in whole or in part. The 3rd Civil Chamber of the Ankara Regional Court of Appeal, whilst reviewing an appeal in a negative declaration action brought against the administration’s claim for a training fee proportionate to compulsory service, concluded that the rule in question was contrary to the Constitution and applied for its annulment.
The Constitutional Court found that the inability to lodge an appeal against the decision of the regional court of appeal—where the appeal has been upheld in whole or in part—imposes a disproportionate restriction on the right to seek review of the judgment. The Court emphasised that, in respect of all cases where the amount or value does not reach the appeal threshold, the appeal court’s decision on the merits cannot be regarded as entirely irrelevant to the party concerned; furthermore, it highlighted that the provision in question eliminates the possibility of lodging an appeal without allowing for any assessment as to whether an appeal review of the dispute is necessary.
Consequently, the Court unanimously ruled that Article 362(1)(a) of the Code of Civil Procedure was contrary to Articles 13 and 36 of the Constitution in respect of the “case where the appeal is upheld in whole or in part”, and annulled it. The decision takes effect as of 21 May 2026, without any provision for a deferral of its entry into force.
Constitutional Court Decision on the Liability of Intermediary Service Providers for Defective Goods
In its decision dated 12 February 2026, numbered E.2024/187, K.2026/42, the Constitutional Court ruled that the phrase contained in paragraph (6) of Article 48 of the Law No. 6502 on the Protection of Consumers and the provision in paragraph (1) of Article 9 of the Law No. 6563 on the Regulation of Electronic Commerce, insofar as they relate to ‘consumer contracts’. The decision was published in the Official Gazette No. 33268 dated 2 June 2026.
The dispute centres on whether intermediary service providers can be held liable for unlawful matters relating to the content provided by the service provider and the goods or services forming the subject of that content, in a case brought by a consumer seeking compensation for non-pecuniary damage suffered as a result of goods purchased via electronic commerce being found to be defective. The 3rd Civil Chamber of the Ankara Regional Court of Appeal, having concluded that the provisions in question were contrary to the Constitution, applied for their annulment.
The Constitutional Court; found that the contested provisions rendered it impossible for a consumer to bring a direct action against an intermediary service provider in all circumstances; that exempting the intermediary service provider from liability even where it played an active role would leave the consumer unprotected; and that, particularly where the seller or provider could not be reached, the consumer would be unable to obtain compensation for their loss; it emphasised that the provisions did not contain safeguards to prevent these adverse consequences.
Consequently, the Court, on the grounds that the contested provisions upset the fair balance between intermediary service providers and consumers to the detriment of the latter, found them to be contrary to Articles 5, 35 and 172 of the Constitution and, by a majority vote, ruled to annul them. The annulment ruling will come into force nine months after the decision is published in the Official Gazette, as it was assessed that the resulting legal vacuum would infringe the public interest. The decision is significant in that it establishes that e-commerce platforms cannot be exempt from liability arising from defective goods in consumer contracts, and that intermediary service providers in an active role will be subject to this liability.
NEWS FROM AROUND THE WORLD
Consumer Protection Guidance on ‘Agentic AI’ Systems Published in the United Kingdom
The guidance clearly states that where such systems act on behalf of users in processes such as product selection, price comparison, service purchase, complaint handling or transaction completion, existing consumer protection legislation will continue to apply in full; consequently, businesses will not be relieved of their liability for transactions carried out via these systems.
The CMA also emphasises that, even if the level of autonomy possessed by an AI system in decision-making processes increases, legal liability towards the consumer will continue to rest with service providers and the relevant businesses. This approach demonstrates that AI will be regarded not merely as an enabling technology, but as a transaction channel that directly gives rise to legal consequences under consumer law.
The regulation is of particular importance for e-commerce, fintech, insurance and digital platform businesses; it necessitates a reassessment of standards regarding transparency, the duty to inform and transaction security in the use of agentic AI. Within this framework, it is understood that AI-based customer interactions are regarded not merely as a tool for operational efficiency, but also as an expanding area of legal risk.
Global Warning from the International Labour Organisation on Mental Health and Psychosocial Risks in the Workplace
In its report entitled ‘The Psychosocial Work Environment: Global Developments and Pathways for Action’, the International Labour Organisation (ILO) has highlighted that increasing psychosocial risks in the workplace are having serious impacts on workers’ health and economic sustainability.
The report states that psychosocial risks lead to the deaths of more than 840,000 workers each year, and that approximately 45 million healthy life years are lost due to cardiovascular diseases and mental health problems. It is stated that the cost of this loss to the global economy amounts to 1.37 per cent of global GDP.
The ILO also highlights long working hours as a significant risk factor; it emphasises that approximately 35 per cent of workers worldwide work more than 48 hours a week, and that this increases the risk of heart attacks and strokes. The report states that violence and harassment in the workplace remain a widespread problem; 23 per cent of workers have been subjected to violence or harassment at least once, whilst psychological violence is one of the most common risks, affecting 18 per cent.
The report highlights three key elements as critical to the management of psychosocial risks: designing the nature of work in a way that is suited to workers’ skills and manageable; clearly defining roles and responsibilities and balancing the workload; and the effective implementation at organisational level of policies on working hours, performance management and the prevention of violence and harassment.
The ILO also points out that digitalisation, artificial intelligence, platform work and remote working models, whilst creating new opportunities, may also give rise to new psychosocial risks for workers. In this context, employers are advised to adopt an approach that prioritises preventive and organisational measures, to strengthen managerial capacity and to enhance mechanisms for worker participation. The report emphasises that safeguarding workers’ mental health is not merely an individual health issue, but also a strategic factor for business productivity and long-term economic sustainability.
The French Court of Cassation on the Limits of Freedom of Expression in the Workplace and the Proportionality Test for Dismissal
In the case in question, a care worker employed at a care home made the following remarks regarding a new resident with Alzheimer’s disease: ‘This person does not belong here; they should be sent back to the secure unit. I cannot deal with patients of this kind.’ It was also established that the care worker had previously exhibited aggressive behaviour towards both residents and colleagues. Consequently, the employer terminated the employment contract.
The employee brought a claim against the employer, arguing that the statements in question should be assessed within the scope of freedom of expression and that using them as grounds for termination was therefore unlawful. Whilst the Court of Cassation acknowledged that the employee had the right to freedom of expression both at and outside the workplace, it emphasised that this right was not absolute. According to the Court, when assessing whether a disciplinary measure or termination taken by an employer constitutes an interference with freedom of expression, the content of the statements in question, the context in which they were made, the effects they had in the workplace, the legitimate interest the employer is seeking to protect, and the criteria of necessity, suitability and proportionality of the sanction imposed must all be considered together.
In the specific case, whilst the Supreme Court acknowledged that the employee’s statements could be assessed within the scope of freedom of expression, it took into account factors such as the fact that the persons receiving care were elderly and vulnerable, that the employee had received training in this field, that a negative attitude towards patients directly jeopardised the quality of care and patient safety, and that similar aggressive behaviour had been observed previously. Within this framework, it was concluded that the employer’s legitimate interest in safeguarding the safety of the elderly and the quality of service prevailed, and that the dismissal did not constitute a disproportionate interference with freedom of expression; the employee’s claims were therefore dismissed.
COMPLIANCE CORNER
In-House Use of Artificial Intelligence
As the integration of generative artificial intelligence tools into the workplace accelerates, the risks these tools pose in terms of corporate data security and privacy obligations are becoming increasingly apparent. The management of these tools—used in a wide range of areas such as text generation, email drafting, report creation, research and decision support—has now become a critical compliance issue in the workplace.
The most significant risk in this context is the phenomenon referred to in the literature as ‘Shadow AI’. Employees integrating these tools into their workflows without the approval or knowledge of the IT department or senior management gives rise to new risks in the areas of data security, privacy and accountability. The Personal Data Protection Authority drew attention to this phenomenon in its Guide entitled “The Use of Generative AI Tools in the Workplace”, published in March 2026; it emphasised that data processing activities carried out via Generative AI tools must comply with the principles and obligations set out in the Personal Data Protection Law. Although the Guidance is not legally binding, it serves as an important reference source in terms of the Authority’s expectations and assessment criteria.
The most critical of these risks is the processing of information containing personal data on third-party servers, coupled with the fact that it is often unknown how these platforms store the data or whether they use it for model training. Bearing in mind that a significant proportion of the current risks stem not from malicious intent but from a lack of awareness, raising staff awareness is at least as important as establishing policies.
In this context, companies must: establish a policy specifying which tools are authorised for corporate use; implement technical and administrative measures to prevent personal and confidential data from being uploaded to these tools; provide regular training for employees; and record the use of artificial intelligence by classifying it as a data processing activity within the scope of the Personal Data Protection Act (KVKK).
HUMAN RESOURCES CORNER
Supreme Court Ruling on How to Account for Weekly Rest Days in the Calculation of Annual Paid Leave
The decision of the 9th Civil Chamber of the Supreme Court, dated 3 February 2026 and numbered 2025/9525 E., 2026/757 K., contains important assessments regarding the inclusion of weekly rest days in the calculation of annual paid leave.
The dispute arose over whether the employee was entitled to any outstanding annual paid leave. The court of first instance dismissed the claim on the grounds that the employee’s annual leave had been granted and that there was no remaining entitlement to leave.
However, the Court of Cassation drew attention to the provision in Article 56 of the Labour Code No. 4857, which states that ‘national holidays, weekly rest days and public holidays falling within the annual leave period shall not be counted as part of the leave period’. The ruling stated that the periods of annual leave taken by the employee included weekend days, that these days could not be deducted from the annual leave period, and that, consequently, the employee was entitled to a remaining balance of annual leave.
The Court of Cassation also emphasised that the burden of proof regarding the granting of annual paid leave rests with the employer; it stated that the employer must prove this matter by means of a signed leave register or documents of equivalent nature. Within the scope of this ruling, it has once again been established that weekend days falling within the annual leave period must not be deducted from the leave entitlement; it is therefore important for employers to review their annual leave records and practices regarding the calculation of leave periods in line with this ruling.