21 / 469
COMMERCIAL LAW
7
been delegated to independent auditing companies, to chartered
accountants, or to independent accountants for small joint stock
companies. Furthermore, a transaction auditor systemwas foreseen
for certain transactions (Increase / reduction of capital, spin-offs,
mergers, changes of form, issuing securities, etc.).
- With regard to financial reporting, compliance with the Turkish
Financial Reporting Standards, which are identical to the
International Financial Reporting Standards (IFRS) was adopted.
- The position of shareholders was strengthened (shareholder rights
were expanded, new rights of action were recognized, the use of
rights was rendered easier and more effective, importance was given
to transparency, privilege of vote was limited, the restriction on the
transferability of registered shares was released from arbitrariness,
notification obligations were foreseen, an obligation to give reports
to boards of directors regarding certain matters was adopted, etc.).
- Minority rights were developed (exceptions for the principle of
preservation of order of business were adopted, special auditor
system was strengthened, new minority rights - for instance, to
demand the annulment of a company - were regulated).
- Squeeze-outs were given a legal basis for the first time.
Innovations made with regard to the limited liability companies, which
are common in Turkish practice, are more limited, but no less important:
- One shareholder is allowed to have more than one share, and
attaching shares to registered stocks was adopted.
- System regarding share transfers was simplified and rendered
more effective.
- To be out or to squeeze out from a company was regulated on the
basis of the ability of the company to survive.
- Difference between general assemblies and boards of directors
with respect to functions and powers was sharpened, and the
principal of chosen management was adopted.
- Regulations foreseen for joint stock companies with respect to
auditing were adopted.