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opposes to the discharge in the GA meeting in which the discharge is
deliberated, the GA may not approve the discharge. The minority has
been defined as shareholders holding at least ten percent of the share
capital for closely held companies, and twenty percent for publicly held
companies. The aforesaid disposition is in parallel with Article 310 of the
TCC which regulates the same institution.
Termination with Justified Reasons
Article 531 of New TCC regulates a new institution which did not
exist under Turkish law. Pursuant to this article, the shareholders holding
at least ten percent of the share capital for closely held companies, and
twenty percent for publicly held companies may request the termination
of the companies in case of existence of any justified reason. The fact
that the TCC did not include any provision regarding this issue caused
controversial opinions regarding the quality of the aforementioned legal
gap. The prevailing opinion in the doctrine and the High Court of Appeals
considered the gap as having a negative effect and supported that this
concept may not be applied. The New TCC put an end to the discussions
by regulating the termination with justified reasons.
The justified reasons are not clearly defined in the relevant article
of New TCC. The notions shall be examined in doctrinal opinions and
judgments. The fact that the minority rights are permanently breached and
prevention of right of information may be accepted as justified reasons.
Article 531 of the New TCC is regulated in accordance with the principle
that the termination is the last remedy. The court may order squeeze
out of the shareholders upon payment of the values of their shares or
another convenient solution instead of termination of the company. The
convenient solutions will be considered by the courts.
Other Minority Rights Regulated Under the New TCC
A minority right that was not regulated under the TCC has been
included in the New TCC. This new minority right is to request issuance
of registered share certificates. Pursuant to Article 486/3 of New TCC,
registered share certificates shall be issued and distributed to the registered
shareholders upon the request of the minority. Accordingly, the adverse