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COMMERCIAL LAW
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The Special Committee of Preference Shareholders
Article 454 of the New TCC regulates the special committee of
preference shareholders (“SCPS”). Pursuant to the said article, in case
the resolution concerning the amendment of the AoA may infringe the
rights of preference shareholders, this resolution may not be applied
unless approved by a decision taken in a class meeting to be held by
the preference shareholders. Pursuant to Article 454/2 of the New TCC,
the BoD shall convene the SCPS within one month at the latest from
the date of publication of the GA resolution, otherwise, each preference
shareholder may request before the commercial court to convene the
SCPS within fifteen days from the last day of the convocation period.
Therefore, the BoD is under obligation to convene the SCPS and in the
event of non-compliance with this obligation, the preference shareholders
are entitled to request the convocation in order to eliminate the omissions
concerning the convocation of the SCPS.
Article 454 of the New TCC regulates many subjects with regards to
the SCPS which were not regulated under the TCC. Pursuant to Article
454/4 of the New TCC, in the event that the preference shareholders
vote in favor of the amendment of the AoA in the GA meeting, it is not
required to hold a separate SCPS. Article 454/5 of the New TCC provides
that, in the event that the SCPS meeting does not take place even though
the SCPS is convoked, the resolution pertaining to the amendment of the
AoA shall be deemed to be approved, and as a result, the negative effects
that might be caused by the delay of the application of the resolution are
prevented.
Special Amendments
The New TCC regulates the amendments of the AoA under the title of
special amendments. As the relevant dispositions are quite comprehensive,
the dispositions concerning the capital increase and capital decrease will
be analyzed in the next month’s article in more details.
In this article, we should mention that the capital increase has been
regulated under the articles 456 to 473 of the New TCC. Capital increase
to be realized through internal funds and conditional capital increase are
among the new concepts that have been regulated under the New TCC.