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NEWSLETTER 2011
32
Innovations Concerning Minority Shareholders’ Rights
in the New Turkish Commercial Code
6
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Prof. Dr. H. Ercüment Erdem
Minority shareholders rights are of significant importance in
companies’ constitution, since they provide protection for the value
of minority shareholding and the management of company can be
apportioned between themajority andminority shareholders by preventing
inappropriate exertion of control by majority shareholders. Through the
exercise of these rights, conflicts of interest that may arise within the
company are settled by establishing the balance between the interests
of majority and minority shareholders. The aforesaid factors require the
minority rights to be regulated by placing safeguarding measures under
special provisions of law.
New Turkish Commercial Code (“New TCC”) which takes these
factors and the importance of minority rights in company law into
consideration, has regulated this institution in parallel with the principle
of protection of shareholders. Minority shareholders’ rights have been
significantly improved and supplementary and wider rights that were not
regulated under the Turkish Commercial Code (“TCC”) have been added
to the list.
Representation of Specific Groups in the Board of Directors
Pursuant to Article 360 of the New TCC, certain class of shareholder
groups andminority shareholders are entitled to be represented in the board
of directors (“BoD”). The aforesaid article provides that the share groups
which are privileged in terms of dividend, voting rights, liquidation share
or any of the patrimony rights may be represented in the BoD. In spite of
the fact that there weren’t any legal provisions in the TCC which enable
shareholder groups and minority to be represented in the BoD, the High
Court of Appeals had accepted and applied this principle in practice. This
principle ruled by the High Court of Appeals has been included in the New
TCC and founded on a legal basis belatedly. In order for this provision
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Article of June 2011