e-book2011

NEWSLETTER 2011

Innovations in the New Turkish Commercial Code

Concerning Voting Rights

Prof. Dr. H. Ercüment Erdem

Voting rights in joint stock companies are of significant importance,

since they enable shareholders to participate in the management of the

company. Shareholders may have a voice in the activities of the company

through the exercise of their voting rights, such as appointment of members

to corporate boards, supervision of the said members and exercise

of minority rights. Privileges such as right of access to information,

convocation of the general assembly and right to demand the annulment

of the decisions aim to guarantee that the voting right is exercised more

efficiently. The New Turkish Commercial Code (“New TCC”) provides

different principles than the Turkish Commercial Code (“TCC”) with

regard to voting rights. Swiss Code of Obligations is taken as basis for the

said provisions of the New TCC. New provisions concerning the initiation

of the voting right, its exercise and general issues concerning voting rights

have been adopted in order to establish shareholders’ democracy. In line

with these provisions, voting rights now have more effective compliance

regime for substantive corporate governance principles.

Exercise of the Voting Right in the General Assembly and its

Attachment to the Shareholder

Pursuant to Article 434 of the New TCC, shareholders exercise their

voting rights in the General Assembly (“GA”). This provision is similar

with Article 360 of the TCC, which includes the same principle. On

the other hand, the last sentence of Article 434/1 reserves the provision

of GA meetings held via electronic means. As it is possible to attend

GA meetings via electronic means pursuant to Article 1527 of the New

TCC, the voting right may be exercised via electronic means as well. The

relevant article refers to this provision by stating that

“Paragraph five

of Article 1527 is reserved.”

The exercise of voting rights via electronic

means has the same consequences as attending the GA physically, and

Article of August 2011