Map the director's risk before the signature is signed.

Personal risk and company risk are not the same thing

In investigations and lawsuits the company's interest and the executive's own interest do not always coincide: a defence that is rational for the company can create exposure for the individual. That is why executive liability has to be analysed person by person — against the job description, the signature authority and the decision records.

Four things lower the risk structurally: a standard for documenting the reasoning behind decisions (business-judgment documentation), a clean chain of delegated authority, a coverage test of the D&O policy, and an independent opinion on critical decisions — our legal opinion practice. For the executives of a German parent company, our Germany Desk assesses where the liability rules of the two legal systems diverge.

The core of the liability sits in the Turkish Commercial Code (No 6102): Article 369 holds a director to the care of a prudent manager, and Article 553 opens a claim in damages to the company, to its shareholders and to its creditors where duties arising from the law or from the articles of association are breached. On public debts the picture hardens: unpaid tax and social security premiums can be pursued against the legal representative — Article 10 of the Tax Procedure Law and repeated Article 35 of Law No 6183 — and that pursuit reaches personal assets. Criminal and administrative liability becomes personal in a different way again: it follows whoever actually held the duty, not whoever holds the title. For the directors of a German parent, the differences between the standard of care in § 43 GmbHG and the Turkish regime — how discharge is given in practice, where the burden of proof falls, how the limitation period runs — have to be read as one analysis under two headings rather than as two.

The engagement is document-driven. Intake: we collect the signature circular, the board minutes, the delegation instruments and the D&O policy. Individual risk map: for each executive we chart the exposure across three layers — the liability regime of the Turkish Commercial Code (Law No. 6102), including the board-liability framework of Article 553; the public-law layer under the Tax Procedure Law No. 213 and social-security legislation; and any German-law duties held in parallel. Mitigation set: delegation records, a decision-documentation standard and D&O gap notes, delivered with concrete wording. Annual refresh: the map is updated as roles and signature authorities change. Typical clients are board members of Türkiye subsidiaries, German-resident directors holding dual mandates, and CFOs who carry legal-representative duties. Where an allegation is already in the air, the analysis dovetails with internal investigations, and discharge (ibra) practice is coordinated through general assembly management.