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COMMERCIAL LAW

The court decision shall govern all shareholders within the same situation.

The initiation of such a lawsuit shall not affect the validity of the merger,

division or conversion of type resolutions.

Article 192 of the New TCC governs the annulment of merger,

division and conversion of type resolutions. In case of violation of

articles governing such transactions, shareholders who voted against

such resolutions who have recorded their objection to the meeting

minutes may initiate an annulment lawsuit within two months following

the publication of the relevant resolution. The court may choose not to

annul the resolution but to grant a rectification period. If the defect is not

rectified within the given period, the resolution shall be annulled.

With regards to the liability, pursuant to Article 193 of the New TCC,

all persons and operation auditors involved in the merger, division or

conversion of type transactions shall be liable of damages incurred as a

result of their fault.

Conversion of Type of a Commercial Enterprise

Article 194/2 of the New TCC stipulates that in case of conversion

of commercial enterprises to commercial companies, the provisions

governing conversion of types shall be applicable by analogy. In case

of conversion of commercial companies into commercial enterprises,

all shares of the company shall be acquired by the person or persons

who will operate the enterprise. The commercial enterprise shall be

registered and published in the name of such persons. Persons, operating

the commercial enterprise and the previous shareholders of general and

limited partnerships shall continue to be liable of the obligations of the

company for a period of three years. Furthermore, provisions governing the

continuation of general and limited partnerships as one-man undertakings

shall be reserved.

Conclusion

Provisions of the New TCC governing division and conversion of

type set forth a regulation which aims at providing solutions for current

necessities. The protection of a balance between different stakeholders in

division reflects to the provisions governing the protection of employees