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to be properly applied, the minority shareholding and its implications
should be concretely and precisely defined and distinguished from the
other types of shareholders. The fact that the minority was not properly
defined will, without any doubt, prevent this provision to be applied with
consummate art and accomplish its prospective target. This definition
may be realized through share certificate numbers.
Convocation of the General Assembly and Inclusion of a Subject
to the Agenda
Article 366 of the TCC provides a minority right with regards to the
convocation of the general assembly of the company (“GA”) and to the
request concerning the inclusion of a subject to the agenda. Pursuant to
the aforesaid article, shareholders holding at least ten percent of the share
capital are entitled to request the convocation of the GA and inclusion of
a subject; they wish to be discussed to the agenda. This percentage ratio
may be reduced through the articles of association.
With the New TCC, this article has been adopted with certain
amendments. The NewTCC defined the concept of minority with different
percentages for publicly held and closely held companies. Pursuant to
Article 411/1 of the New TCC, shareholders holding at least ten percent
of the share capital for closely held companies, and twenty percent for
publicly held companies are entitled to request the convocation of the
GA, or in case the GA has already been convoked, the inclusion of the
subjects they wish to be discussed in the GA to the agenda. Additionally,
pursuant to Article 411/3 of the New TCC, the convocation and request
of inclusion of a subject to the agenda shall be realized before the notary
public. Therefore, the problems concerning whether the BoD was subject
to an application for the convocation and the application date have been
resolved. In the event that the BoD approves this request, the GA shall be
convoked and the meeting shall be held within forty five days, otherwise,
the convocation shall be made by the shareholders who requested the
convocation of the GA. Therefore, the inconveniences that might arise
with regards to the meetings that cannot be held even though the request
was approved have been aimed to be prevented.