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directors. The TCC regulates the necessary remedies for shareholders’
dissatisfaction with the management and representation. The members of
the board of directors can be dismissed, they can be held liable provided that
the required conditions exist, and new members can be elected. However,
the “incapacity of management” does not require the appointment of a
trustee.
It is not appropriate for the shareholders who fail to continue the
management of the company to demand administration of the company
by the trustee through a public interference instead of terminating the
company or providing the most appropriate management form by the way
of auditing body.
Also, it is not possible to seek appointment of a trustee for a company
which is not operating and which is in liquidation.
The Duties and the Powers of a Trustee
The duties and the powers of a trustee are determined and the
limitations are defined by the court. As the duty of a trustee is temporary,
the term of the duty, the powers, and the fee will be defined in the decision
explicitly. It is important to remember that the trustee’s duty is limited with
the situations requiring the appointment of a trustee. If an appointment of
a trustee is sought for certain transactions, the powers, the duties, and the
term are determined by taking into account the transactions. If a trustee is
appointed for a company lacking bodies, the duty of the trustee will be the
election of this body. The trustee cannot be appointed as a substitute for this
body. For instance, if the board of directors cannot be elected because the
general meeting cannot be called, then the trustee is empowered to conduct
the general meeting and elect the board of directors. The trustee cannot
be a substitute for the board of directors. If the trustee cannot conduct the
general meeting, then this situation will be a reason for the termination in
accordance with Article 435 of the TCC, and the duties of the trustee will
be determined as stated above.
The Subjects Regarding the Procedural Law
The case with regard to the appointment of a trustee concerns a joint
stock company, and, therefore, it is definitely a commercial case. The case
will be initiated before the commercial court of first instance or if it does