The damage suffered from any wrongful act of directors can be classified as direct or indirect damage in respect of shareholders and creditors. Indirect damage is deemed as the loss of the company. On the condition that company is not declared bankrupt, the company and shareholders are entitled to claim for these damages under article 555 of the Turkish Commercial Code. In this circumstance, creditor cannot act as a claimant. Damage caused by the directors on the personal assets of a shareholder or a creditor is different from the loss of the company and it is defined as direct damage for the shareholder and the creditor. Since the Swiss Federal Court brings a new definition of direct damage in the event of bankruptcy, it should be discussed whether a shareholder directly affected, or a creditor shall claim his loss when the company is declared bankrupt. After the declaration of bankruptcy, the lawsuit as to the loss of the company will be primarily brought by bankruptcy administration according to article 556 (2) of the Turkish Commercial Code. If bankruptcy administration does not bring the lawsuit, any shareholder and/or creditor shall be entitled to bring it. The question of which defenses the members of the board of directors may put forward under article 556 (2) of the Turkish Commercial Code in the lawsuit is in need of to be answered.