e-book2011

NEWSLETTER 2011

of the inspection right is not required in small sized enterprises upon the

approval of all shareholders.

Decision of Division, Protection of Creditors and Liability

Pursuant to Article 173 of the New TCC, after the creditors of the

company are provided with securities, the division agreement or division

plan shall be submitted to the GA. In order for the resolution to be adopted,

for joint stock companies, under condition that the majority of the capital

is represented, the resolution shall be adopted with three fourths of the

votes present at the GA meeting. In case that the field of operation of

the company will be modified by the division, the quorum necessary

for the amendments of articles of association shall be met. Concerning

asymmetrical divisions, the approval of 90% of the shareholders of the

transferring company shall be obtained.

Articles 174 and 175 of the New TCC provide provisions on the

protection of creditors. The creditors of the Company shall be called

through announcements to notify their receivables and make a request of

security before the division. The request of security of creditors shall be

met within three months of the publication of announcements. The report

of the operational auditor may confirm that it is not required to provide

securities.

Liability provisions with regards to division are set forth under

Articles 176 and 177 of the New TCC. Pursuant to these Articles, the

company, which has been allocated a debt with the division agreement

or division plan, is primarily liable. In the event that this company does

not perform its obligations, other companies which have been involved in

the division shall be liable in the second degree and severally. Companies

liable on the second degree may only be pursued on certain conditions.

Bankruptcy and the relocation of the registered office abroad are among

these conditions. Concerning the personal liability of shareholders,

pursuant to the reference made by Article 177, Article 158 of the New

TCC shall be applied. Liabilities of shareholders that have arisen before

the publication of the resolution on division shall also continue after

the division. The liabilities shall be prescribed in three years after the

publication of the resolution on division.