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.

Murder vs Homicide

What Is The Difference Between Law And Act

Attorney-Lawyer Difference

What Is The Difference Between Agreement And Contract

Is It Crime Or Offence?

Let's see what is lost in translation:

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

Turkish-English Criminal Law Glossary
Landlord-Tenant vs. Lessor-Lessee
Difference Between Transfer & Assignment
Subsidiary-Affiliate Difference

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.

Turkish-English Criminal Law Glossary
Landlord-Tenant vs. Lessor-Lessee
Difference Between Transfer & Assignment
Subsidiary-Affiliate Difference

Is Fenerbahce Scandal a Conspiracy

Fenerbahce's match-fixing scandal is not a conspiracy. It is far from being a political issue. Fenerbahce is, by far, the richest club in Turkey and takes refuge to patriotism just like any pathetic scoundrel.

Before 2011, there was no particular law for match-fixing in Turkey. In some cases it was classified as a type of qualified fraud in football. However, there was no actual procedure or investigation as conducted under Turkish law against match-fixing, which entered into force in 2011.

Fenerbahce is the first and by far the leading club, whose officials were charged of and cnvicted for match-fixing. Nobody, including Fenerbahce officials themselves, can deny the telephone conversations or other evidence of the match-fixing. It is barely alleged that the timing of the law was a conspiracy against Fenerbahce. In FSK coach Aykut Kocaman's words "The speed limit was violated in Turkish football, but the RADAR detected us in particular!"(http://www.ajansspor.com/futbol/superlig/h/20120212/radar_bir_takima_tutuldu.html)

At the beginning, the underground propaganda was saying Aziz Yıldırım, the president of FSK, participated in a Northern Iraqi helicopter tender in spite of the will of Tayyip Erdogan, the prime minister of Turkey by then.

However this 'pulp fiction' propaganda was soon, in a few weeks, replaced by a more improved one: a religious community, with antisecular agenda, was trying to take control of Fenerbahce club, supposedly the last surviving front of secularism in Turkey. There are much more tales that can be quoted. For example pro-Fenerbahce media even alleged that Miguel Lietard Fernandez-Palacios, the Spanish discipline inspector of UEFA was trained in schools of this antisecular Islamic community (http://haber.sol.org.tr/spor/uefa-sorusturmasinin-altindan-da-gulen-cikti-haberi-75076).

Let's leave aside the numerous conspiracy theories and come to facts.

Fact 1- Turkish law against match-fixing was drafted by Fenerbahçe officials themselves

As the most powerful club in Turkey, FSK had a strong say in drafting of the law. FSK lawyer and director Şekip Mosturoğlu, in a TV news show, said "We demand heacy penalties for football officials in the coming match-fixing law". Under that law, he was convicted guilty of match fixing, but his sanction was decreased by 75% thanks to a subsequent parliementary action that lightened the penalties to save FSK officials.

In those days, no other club's official had such a strong say or influence in drafting of the law. There is no such media or parliementary record.

Fact 2- After The Law, 50 Fenerbahce Officials Used 400 Different Phone Lines

In the court file, it is evidenced that 50 FSK officials, having strong knowledge of and reliance to the new match-fixing law, used 400 different telephone lines in case of any tracking by the police. (http://www.hurriyet.com.tr/spor/futbol/18173843.asp)

FSK president Aziz Yıldırım alone, is detected to have used 13 different phone lines during the investigation.

Why would a club lobby for heavy sanctions against match-fixing (and assure its competitors comply fully with the rules) and then use, for its own communication, 400 different telephone lines, which include the conversations that prove the match-fixing according to Turkish heavy penal court, Turkish appelate court, UEFA disciplinary committee, UEFA appeals committee and CAS tribunal.

Fact 3- Fenerbahce (or any other Turkish club) does not represent any political mainstream ideology. Recep Tayyip Erdogan, the most remarkable conservative leader ever in history of Turkey, is also one of the greatest fans of Fenerbahce. (https://www.wikileaks.org/plusd/cables/02ANKARA8852_a.html)

Is Fenerbahce Scandal a Conspiracy
Match-Fixing Protected by Turkish Authorities
What League is Fenerbahce in FIFA 13
Why is Fenerbahce Banned
Why is Fenerbahce not in FIFA 13
Why is Fenerbahce Not in FIFA 14

Why Was Fenerbahçe Banned

Fenerbahçe SK was banned from European matches for 2 years from 2013 to 2015 by UEFA out of its match-fixing crimes committed in Turkish Super League of 2010-2011.

Below is a part of the UEFA Disciplinary Body's ban decision and UEFA Appeal Body's ratification of the ban decision:

The quoted pages read as follows:

UEFA
ROUTE DE GENEVE 46
DK1264 NYON 2
SWITZERLAND
TELEPHONE: +41 348 39 27 27
TELEFAX: +41 348 39 27 27
UEFA.com

FAX

Date: 25/06/2013
To: Fenerbahçe SK
This message contains 13 pages Jjnduding cover page) Dear Sirs.
Please find attached the decision passed by the Control and Disciplinary Body in its meeting held on 22 June 2013^^_
We would appreciate your taking due note o( this decision and ensuring its implementation.
Sent by fax or email
Fenerbahçe SK
Bağdat Str. Fenerbahçe Şükrü
Saraçoğlu
Stadyumu Kıaltoprak 34724 KADIKÖY Turkey
Control and Disciplinary Body
Decision of 22 June 2013
Union of European Football Association* OJEF« (Claimant)
Fenerbahçe SK (Respondent)
Chairman: Thomas Parti (AUT)
Vice-Chairmen:        Jacques Antenen (SUI) Sandor 8erzi (HUN)
Gençlerbirlifli vs.   Fenerbahçe played on 7 March 2011
The Appeals Body is satisfied that the Executive Committee member of Fenerbahçe SK Mr Eksiogiu had played a direct role in fixing the match Gençlerbirligi vs. Fenerbahçe played on 7 March 2011 of the 2010/2011 Turkish Super Lig. Numerous evidentiary elements support this conclusion, notably those contained in the Police Digest, the Ethics committee report, the decision of the TFF disciplinary bodies and the decision of the 16lh High criminal court.
Fenerbahçe va.  IBB Spor played on 1 May 2011
In view of all the elements of the case file and having examined the Police digest and the 16*n High criminal court decision, '.he Appeals Body is satisfied that the President of Fenerbahçe SK, Mr Yıldırım, concluded match fixing activities in regard to the match Fenerbahçe vs. IBB Spor, played on 1 May 2011.
Karabükapor va. Fenerbahçe played on 8 May 2011
In the Appeals Body's opinion, based on the information contained in several documents, such as the Police Digest and the 16,h High criminal court decision, it is established that match fixing activities were conducted b.y representatives of the Club, i.e. Mr Yıldırım and Mr ^kşioglu, regarding the match Karabükspor v*. Fenerbahçe played on 8 May 2011.
Fenerbahçe va. Ankaragügü played on 15 May 2011
After examination all the elements of the case file, the Appeals Body is satisfied that there was an attempt to fix the match between Fenerbahçe and AnkaragUgQ played on 15 May 2011 of the 2010/2011 Turkish Super Lig. Consequently, the Appeals Body believes that the President of Fenerbahçe SK, Mr Yıldırım, a Fenerbahçe SK Executive Committee member Mr Ekşio^lu, Fenerbahçe SK Vice President Mr MosturoÇlu and Youth Division Director Mr Turhan, took an active part in these match-fixing activities.   The  evidence  submitted   provided   support   to
UEFA APPEALS BODY
JUDGMENT
Session of 10 July 2013
Chairman
Pedro Tomas,   Spain
Vice-Chairmen   Michael Maessan,   Netherlands Gootz Eilera,  Germany
the case
appellant.
ed by Deniz Tolga Aytöre,  Attorney at  Law,   Abdullah orney at Law, Abdurrahim Erol, Attorney at Law, Ayhan Attorney at Law,  Andreas Zagklis,  Attorney at Kcidcl,   Attorney at   Law and Stephen Bock,   Atl
it Law,
against
OBFA
represented by Miguel Lietard Fernândez-Palacios
Disciplinary Inspector,
respondent,
,  UEFA
concerning
the UEFA Control and Disciplinary Body's decision of 22 June 2013 regarding the violation of the principles of conduct (Art.   5 DR - Ed.  2008)

Fenerbahçe referred the decision to CAS. However, CAS also approved UEFA's decision. Click here for full decision of CAS on Fenerbahce's Ban.

Is Fenerbahce Scandal a Conspiracy

Match-Fixing Protected by Turkish Authorities
What League is Fenerbahce in FIFA 13
Why is Fenerbahce Banned
Why is Fenerbahce not in FIFA 13
Why is Fenerbahce Not in FIFA 14