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NEWSLETTER 2011
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listed shares have been regulated by the subsequent articles of the New
TCC.
The New TCC provides qualified quorums concerning the share
transfer restrictions realizedby theamendment of thearticlesof association.
Pursuant to Article 421/3/c of the New TCC, amendments of the articles
of association concerning the transfer restrictions of the registered shares
shall be made by the affirmative votes of the shareholders holding at least
seventy five percent of the capital, or their representatives. Therefore,
amendments of the articles of association concerning the restriction of
the transfer of shares will be realized with the participation of a higher
majority.
Additionally, theNewTCCprovides different share transfer restrictions
concerning the listed and non-listed registered share certificates.
Share Transfer Restrictions Concerning the Non-Listed
Registered Share Certificates
Article 493 of the New TCC regulates the share transfer restrictions
to be applied to non-listed registered shares. Pursuant to the said article,
the transfer of the relevant shares may be dissent based on an important
reason laid down under the articles of association, or by offering to the
transferor to purchase the shares on their actual value at the time of
application. Therefore, the company may no longer dissent the transfer of
share without giving any reason.
The important reasons that may prevent the company from assenting
are listed in the second paragraph of the aforesaid article. According
to this article, in the event that provisions of the articles of association
concerning the composition of the shareholders justify the disapproval
with respect to the purpose and scope or economic independence of the
company, the company may dissent the transfer of shares.
The second case in which the transfer of shares may be dissent
by the company is the offer made by the company to purchase
the shares in exchange for their actual value by the company, other
shareholders or third persons. Therefore, the company may avoid the
transfer of shares that it dissents. This notion is called as
escape clause