KRİPTO VARLIK HİZMET SAĞLAYICI ANONİM ŞİRKETLERDE YÖNETİM KURULU VE YÖNETİM KURULU ÜYELERİNİN HUKUKİ SORUMLULUĞU

Abstract

This thesis examines the legal liability of the board of directors in joint stock companies operating as crypto asset service providers, through a combined assessment of the Turkish Commercial Code (TCC), the Capital Markets Law (CML), and the regulatory framework specific to crypto assets. The primary objective of the study is to determine to what extent the classical liability regime applicable to joint stock companies remains adequate in light of the technical and financial characteristics of crypto-asset markets, and to identify how the duties of care, loyalty, and supervision of the board of directors are concretized within these entities. Within this scope, the legal nature of crypto-asset service providers and their position within the structure of joint stock companies are first analyzed; subsequently, the legal grounds of the board of directors’ liability are examined within the framework of its duties and powers. Particular attention is given to the scope of the duty of care in relation to the protection of customer assets, the segregation of assets from the company’s own estate, the establishment of internal control and risk management systems, the security of information technology infrastructure, and compliance obligations. The study concludes that, due to the high volatility of crypto-asset markets, cybersecurity risks, and regulatory uncertainties, the liability of the board of directors acquires a broader and more technical character compared to the classical joint stock company model. It is determined that the board bears responsibility not only with respect to commercial decisions but also for the establishment of an appropriate organizational structure and the effective supervision thereof; furthermore, the failure to establish adequate internal control, internal audit, and risk management mechanisms may in itself give rise to liability. In conclusion, although specific regulations subject the liability of the board of directors in crypto-asset service provider joint stock companies to a strict liability regime based on the concept of liability for risk, the classical provisions governing joint stock companies must nevertheless be interpreted in light of the realities of digital finance. Effective corporate governance, technical expertise, a proactive risk management approach, and the enactment of a distinct comprehensive statutory framework emerge as decisive factors for both investor protection and the safeguarding of financial system stability.