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
,
delict
,
italian penal code
,
offense
,
penal code
,
tort
,
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
,
null
,
void
,
yoklukla malul
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)
Subscribe to:
Posts
(
Atom
)
