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NEWSLETTER 2011
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to convoke the GA. The New TCC has cleared the doubts in the Turkish
Commercial Code (“TCC”) about whether the BoD whose term expired
may convoke the GA or not. According to the New TCC, even the
BoD whose term expired may convoke the GA. In addition, liquidation
officers may convoke the GA concerning the subjects related with their
duties.
With the New TCC, new dispositions in order to eliminate the
problems arising regarding the convocations notified by the minority
shareholders are adopted. Pursuant to Article 413/3, the request of
convocation and addition of new subjects to the agenda made by the
minority shareholders shall be made through the notary public. Therefore,
the problems concerning the application to the BoD for the convocation
and the date of this convocation are prevented.
Another issue handled by the New TCC is the GA’s not being held on
time, even though the convocation request of the minority shareholders
is accepted by the BoD. In practice, as the GA meeting was held months
later, the meeting may not exactly occur at the arranged date. Therefore,
the New TCC provided that the GA meeting should be held in forty five
days following the acceptance of the request. In case the GA meeting is
not held in forty five days, the convocation shall be made by the claimants.
In the latter case, minority shareholders are not required to file a lawsuit,
and the GA shall be convoked by the claimants.
Pursuant to Article 414 of the New TCC, the announcement
concerning the convocation of the GA should be published on the web
site of the company, in addition to the Trade Registry Gazette.
GA without Convocation Notice
New TCC adopted a solution to the GA without convocation which
was very controversial under TCC, since TCC does not regulate whether
the GA without convocation may adopt a valid resolution without the
continuation of a hundred per cent participation. As mentioned above,
this controversial subject in practice has been resolved by the New TCC.
Pursuant to Article 416 of the New TCC, capacity to adopt a resolution
of the GA without convocation must be present not only at the beginning
of the meeting but also throughout the whole meeting. Therefore, if a