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COMMERCIAL LAW
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an affiliate, the divided part shall be issued as capital in kind and the
divided company acquired the shares of the affiliate company. This type
of division is not regulated under LFus, and is considered as the main
type of division in the CTL.
Article 160 of the New TCC regulates the valid divisions. Pursuant to
this Article, stock corporations and cooperatives may be divided in stock
corporations and cooperatives. The invalid divisions may be overcome by
the means of conversion.
Protection of the Shares and Rights on the Company
The New TCC makes reference to Article 140 related to mergers,
concerning the protection of shares and rights on the company. Pursuant
to this Article, principle of continuity of shares is taken into consideration.
The shareholding rights of shareholders of the divided company shall
be compensated within the corporate structure that emerges after the
division. Within this framework, important issues such as the material
value of the divided company and distribution of voting rights are taken
into consideration.
In the determination of the exchange rate of the shares of shareholders,
the shareholders may be paid an equalization payment. The equalization
payment aims to avoid the remainders that occur on the evaluation of
assets, and is an instrument that facilitates the division. Pursuant to
Article 140/2 of the New TCC, the equalization payment may not exceed
one tenth of the actual value of shares to be allocated to the shareholders
of the divided company.
Symmetrical and Asymmetrical Division
Article 161/2 of the New TCC regulates the symmetrical (where
the shareholding ratios are protected) and asymmetrical (where the
shareholding ratios are not protected) divisions. In the symmetrical
division, shareholders maintain the shareholding ratio that they hold in
the divided company.
In the asymmetrical division that facilitates the restructuring process,
the shareholders of the divided company are entitled to shareholding