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the event that the corporate project appears as non-applicable, or the valid
reason ceases to exist.
Article 479/3 of the NewTCC lists the resolutions for which the voting
preference right cannot be applied. These resolutions are the resolution
concerning the amendment of the articles of association, appointment
of operation auditor and resolutions concerning the discharge and
claims based on the responsibility of directors. Besides being important
resolutions, the aforesaid resolutions may result in some shareholders to
gain control over the company. This provision of the New TCC aims to
prevent the abuse of preference shares in order to gain control over the
company.
Conclusion
New TCC brings important modifications regarding voting rights.
The principle of exercise of the voting right in GA is strengthened by
including the online GAs within this scope. The voting right is attached
to the shareholder and the obligation to grant at least one voting right
to each shareholder is regulated. The voting right shall be exercised
proportionally to the nominal value of the shares. The emergence of
the voting right shall be subject to different rules under the New TCC.
Provisions regarding voting preference shares are regulated pursuant to
the corporate governance principles.