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COMMERCIAL LAW
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voting at the GA. In order for this provision to be applied, the articles
of association shall contain a provision concerning the possibility of
holding the GA via electronic means. The alternative concerning the GA
via electronic means is an example for the effort of the New TCC with
regards to conforming to the technologic innovations. In this way, the
companies whose shareholders are not in the same physical environment
will be able to organize the GA meetings in a more efficient way.
The New TCC, which made a preference in favor of the attachment
of the voting right to the shareholder, adopted a different principle than
the TCC in this matter. The principle within the TCC with regards to
the voting right is its attachment to the share, and not to the shareholder.
Article 373/1 of the TCC regulates that each share certificate grants
at least one voting right. Additionally, the statement
“…the number of
voting rights granted by share certificates is determined by the articles
of association.”
in this article means that the voting right is attached to
the share itself. Unlike the TCC, the New TCC adopted a system, based
on the attachment of the voting right to the shareholder, and not to the
share. Article 434/2 of the New TCC includes the statement
“Even
though the shareholder holds only one share, he is entitled to at least one
voting right.”
With this provision, the shareholder is taken as basis in
the provisions concerning the voting right. This new rule is an important
exception to the rule which provides that the share is the key element of
the rights in joint stock companies.
Exercise of The Voting Right in Proportion to the Nominal Value
of the Share
Article 373/1 of the TCC states that
“Each share certificate grants
at least one voting right.”
Because of this statement, it can be asserted
that equal shares give equal rights to their holders, without taking into
consideration their nominal values. However, as each share may have a
different nominal value, it has been defended by the doctrine that voting
rights should be in proportion to the nominal value of the shares.
The New TCC, through Article 434, regulated that shareholders
would exercise their voting rights in proportion to the total nominal value
of the shares they hold. Therefore, the system in the TCC based on the