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term of examination stipulated hereunder is shorter compared to the right
of examination for divisions, as being thirty days only. The documentation
in relation to conversion of type shall be provided for the examination of
the shareholders thirty days prior to the general assembly meeting where
the conversion of type shall be discussed; and the shareholders shall be
notified of their right to examination.
Finalizing the Conversion of Type
As the last step of the conversion of type, the conversion of type plan
shall be approved at the general assembly of the company, pursuant to
Article 189 of the New TCC. The New TCC foresees different and mostly
aggravated quorums for different company types. In case of the approval
of conversion of type, the resolution pertaining to conversion of type and
the articles of association of the new company shall be registered.
Article 190 of the New TCC refers to Article 158 of the New TCC
governing the personal liabilities of the shareholders and to Article 178
governing division of the obligations arising from employment contracts.
Common Provisions
Article 191 and the following articles of the New TCC govern the
common provisions regarding mergers, division and conversion of type.
Article 191 of the New TCC governs the lawsuit regarding the shares and
rights of the company. Pursuant to this article, the shareholders of the
company may request the determination of a setoff compensation within
two months following the publication of the relevant resolution regarding
merger, division or conversion of type if they claim that the shares and
rights of the company have not been duly protected or the provision for
leaving the company was not just. The reason for the time limit foreseen
in order to initiate this lawsuit to be kept short is the concern for the
transaction security. It would not be appropriate to maintain the possibility
of filing a lawsuit against such transactions.
The nature of the setoff, as not being compensation is of significance.
There might not be an accrued damage or the damage might be difficult
to identify. Through setoff, a balance between the previous shareholder
rights and the shareholder rights at the new company shall be achieved.