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increase must be made by taking into account the holders of jouissance
shares.
The Position of Holders of Jouissance Shares in Public
Offering
In a merger transaction, if the transferor or transferee company is
a publicly held joint-stock company, the resolutions of the general
assembly cannot be executed unless the approval of the holders of
jouissance shares is granted upon a resolution adopted by them in a
special meeting. However, the procedure for adopting this resolution
should be discussed. As known, pursuant to former TCC, general
assembly of holders of jouissance shares was regulated with reference
to the general assembly of bond holders. However, TCC does not reg-
ulate general assembly of bond holders and it does not have a specific
regulation regarding the holders of jouissance shares’ general assem-
bly. Therefore, it may be opined that the approval of the holders of
jouissance shares’ general assembly stipulated under the capital market
law is now without a legal basis.
On the other hand, art. 348/2 of the TCC also should be mentioned
for public offering. The aforesaid article states that the joint stock com-
panies incorporated following the entry into force of the TCC will
invalidate the jouissance shares for the founders without paying any
fee before the public offering; otherwise the jouissance shares for the
founders will be deemed invalid ipso facto. This article was accepted
and entered into force even though it has been criticized in the doctrine
for the reason that it will discourage the founders of the company.
Consequently, the joint-stock companies incorporated after July 1,
2012 and which issue jouissance shares for its founders shall invalidate
the jouissance shares for founders in case the company decides on pub-
lic offering; otherwise these shares will be deemed invalid ipso facto.
The Termination of the Shares
As explained above, the jouissance shares do not grant sharehold-
ing rights to its holders. It is accepted that there is a contractual rela-
tion between the holders of jouissance shares and the company. As a
consequence, the jouissance shares may be terminated with the consent
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