STOCK CORPORATIONS, CORPORATE SOCIAL RESPONSIBILITY AND EUROPEAN SUPER LEAGUE PROJECT (original) (raw)

2021, 5th International Congress of Eurasian Social Sciences, Bodrum Mayıs 2021, Bildiri (Özet) Kitabı

Europe’s most valuable football clubs’ decisions to establish the European Super League initiated discussions about whether the clubs’ decisions to join such a league aligns with their corporate social responsibility. Since some football clubs operate as stock corporations, it is important to evaluate this discussion from the lens of corporate law. Under Turkish law, 6102 numbered Turkish Commercial Code (TCC) does not explicitly specify the corporate social responsibility obligations. On the other hand, the II- 17.1 numbered Corporate Governance Communique (Communique) Annex 1- Capital Markets Board Corporate Governance Principles Art. 3.5.2, promulgated pursuant to 6362 numbered Capital Markets Law, indicates that publicly held corporations shall be responsive to the corporations’ social responsibilities and abide by ethical rules, as well as regulations about the environment, consumers, and public health. Still, the aforementioned principle is not articulated among the principles to be mandatorily followed by the publicly held corporations (Communique Art. 5(1)). Accordingly, a decision given by a Turkish football club operating as a publicly held corporation to join projects such as the European Super League may not be criticized under corporate social responsibility section of the corporate governance principles. Likewise, while corporate social responsibility may be viewed as a factor by the board of directors in giving decisions as a cautious manager under TCC Art. 369(1), a decision to join the European Super League should be seen as a business judgement. On the other hand, the board of directors’ duty to protect the corporation’s interests pursuant to the rules of good faith requires the board to consider long- term implications of business decisions on the profitability of the corporation. Therefore, any debate on the corporate social responsibility of the Turkish football clubs’ when giving decisions to join projects such as the European Super League, should be analyzed under the board’s duty to consider the corporation’s interests. After all, since football has cultural and social roots, any decision given by ignoring such roots may cause negative economic consequences for the clubs, as demonstrated by the current fate of the European Super League project.