Subsidiary Affiliate Difference
Almost every lawyer involved in financial matters must have faced the difficulty in finding the difference between these terms.
Below are basic definitions intended to clarify the difference.
Associate: An associate (associated company) is a company, in which not less than 20% and not more than 50% of the shares are held by another company.
Subsidiary: A subsidiary (subsidiary company) is a company, in which not less than 50% of the shares are held by another company.
Affiliate: An affiliate (affiliated company) is a company, in which more than 20% of the shares are held by another company.
So, every associate (company, held by 20% to 50%) is an affiliate. Also, every subsidiary (company, held by more than 50%) is also an affiliate. However, the term affiliate often refers to companies that have the nature of an associate rather than subsidiary.
In addition; a subsidiary company is subsidiary to its parent company only. Similarly, an associate company is associate to its parent company only. However, an affiliate company is affiliate both to its parent company and its sister companies.
Note that foregoing definitions are given in general terms of the law. Some jurisdictions may provide for different definitions of these terms. For instance, Internal Revenue Service legislation applicable in USA defines affiliate as a company, in which not less than 80% of the voting shares are held by another company. Therefore, one must check the applicable legislation before considering the meaning of these terms.
Below are basic definitions intended to clarify the difference.
Associate: An associate (associated company) is a company, in which not less than 20% and not more than 50% of the shares are held by another company.
Subsidiary: A subsidiary (subsidiary company) is a company, in which not less than 50% of the shares are held by another company.
Affiliate: An affiliate (affiliated company) is a company, in which more than 20% of the shares are held by another company.
So, every associate (company, held by 20% to 50%) is an affiliate. Also, every subsidiary (company, held by more than 50%) is also an affiliate. However, the term affiliate often refers to companies that have the nature of an associate rather than subsidiary.
In addition; a subsidiary company is subsidiary to its parent company only. Similarly, an associate company is associate to its parent company only. However, an affiliate company is affiliate both to its parent company and its sister companies.
Note that foregoing definitions are given in general terms of the law. Some jurisdictions may provide for different definitions of these terms. For instance, Internal Revenue Service legislation applicable in USA defines affiliate as a company, in which not less than 80% of the voting shares are held by another company. Therefore, one must check the applicable legislation before considering the meaning of these terms.
Is It Crime Or Offence?
Let's see what is lost in translation:
The two provisions are quite similar, because the Turkish code is an exact reception of the Italian code.¹
Apart from the style of translation, the only technical difference between the translations is the replacement of the term offense with crime. Which one is correct? What is the precise difference?
The difference between "crime" and "offense" are regarded mainly in 3 aspects.
1- Offense is often minor², whereas the term crime never excludes felonies.
2- Given that the laws are fundamentally divided into two -as public laws and civil laws- one can see that the term crime is an exclusively public law term by its nature; a crime is a criminal wrong. Whereas offense in many jurisdictions may be subject of civil law as well.
While tort is a definite civil law term and crime is a definite public law term, the term civil offense as a civil law term may refer to torts and the term public offense refers to what we call crime.
In short, the term tort is the civil law reflection of the term crime. And offense is a legal term that covers both possible reflections of one same act.
3- Any damaging act that is against the public duties may be considered a crime³, whether or not it is defined so by applicable laws, whereas calling it an offense requires a clear provision with the exact definition in law.
Having mentioned crime, offense and tort, let me also define delict. Delict is Latin for tort. Since Roman Law is source of the Continental Civil Law, continental lawyers (such as Turkish lawyers) may prefer using the English term delict, unlike the lawyers of common law.
¹ Turkish exact translation of Italian Penal Code was adopted in March 1, 1926. The translated Italian code is code of 1978, whereas the translated Turkish code is code of 1965. However, there are still many articles that remain as exact translations and this is one of them.
² see term Offense in Black's Law Dictionary, seventh edition
³ see term Crime in West's Legal Thesaurus/Dictionary, special deluxe edition, 1986
No one may be punished for an act which is not expressly designated as an offense by law, nor with punishments which are not thereby prescribed.English translation of Italian Penal Code article 1 (by Edward M. WISE, Wayne State University)
Nobody may be punished for an act which is not expressly defined by law as a crime; and no one can be subjected to a punishment not prescribed by law.English translation of the first sentence in Turkish Penal Code article 1 (by Nevzat Gürelli, Istanbul University)
The two provisions are quite similar, because the Turkish code is an exact reception of the Italian code.¹
Apart from the style of translation, the only technical difference between the translations is the replacement of the term offense with crime. Which one is correct? What is the precise difference?
The difference between "crime" and "offense" are regarded mainly in 3 aspects.
1- Offense is often minor², whereas the term crime never excludes felonies.
2- Given that the laws are fundamentally divided into two -as public laws and civil laws- one can see that the term crime is an exclusively public law term by its nature; a crime is a criminal wrong. Whereas offense in many jurisdictions may be subject of civil law as well.
While tort is a definite civil law term and crime is a definite public law term, the term civil offense as a civil law term may refer to torts and the term public offense refers to what we call crime.
In short, the term tort is the civil law reflection of the term crime. And offense is a legal term that covers both possible reflections of one same act.
3- Any damaging act that is against the public duties may be considered a crime³, whether or not it is defined so by applicable laws, whereas calling it an offense requires a clear provision with the exact definition in law.
Having mentioned crime, offense and tort, let me also define delict. Delict is Latin for tort. Since Roman Law is source of the Continental Civil Law, continental lawyers (such as Turkish lawyers) may prefer using the English term delict, unlike the lawyers of common law.
¹ Turkish exact translation of Italian Penal Code was adopted in March 1, 1926. The translated Italian code is code of 1978, whereas the translated Turkish code is code of 1965. However, there are still many articles that remain as exact translations and this is one of them.
² see term Offense in Black's Law Dictionary, seventh edition
³ see term Crime in West's Legal Thesaurus/Dictionary, special deluxe edition, 1986
crime
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delict
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italian penal code
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offense
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penal code
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tort
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turkish penal code
Can Anything Become "Null and Void"?
In legal texts, it is very common to use the expression ".....shall become null and void". However, this is technically impossible.
If something (e.g. a contract) becomes void, it will treated as it has never existed.
On the other hand, if something becomes null, it will be treated as existing but not effective -usually not effective from the time it is held null.
Therefore, claiming a contract became null and void would be a contradicting suggestion as it will not be clear whether the contract has ever existed or it only became ineffective because of a missing requirement.
When you draft or check the documents, assure whether it is nullity or voidness being referred.
If something (e.g. a contract) becomes void, it will treated as it has never existed.
On the other hand, if something becomes null, it will be treated as existing but not effective -usually not effective from the time it is held null.
Therefore, claiming a contract became null and void would be a contradicting suggestion as it will not be clear whether the contract has ever existed or it only became ineffective because of a missing requirement.
When you draft or check the documents, assure whether it is nullity or voidness being referred.
batıl
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null
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void
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yoklukla malul
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