ANA METIN ingilizce.17

sions shall be in compliance with the law; and in the event of incon-

sistencies, the provisions of law, which has a higher ranking in the

norms hierarchy, shall be applicable. Especially bearing in mind that

transactions violating the share buyback prohibition under the TCC are

null and void, this principle resolution of the CMB is borne to serious

problems. There is a risk that the CMB principle resolution constitutes

a violation of the TCC other than the exceptions regulated under arti-

cle 329 of the TCC and the transactions based thereon are null and

void

The New TCC Regime

The New TCC regulates the possibility for a company to buy back

its own shares in the article 379 and the following articles. The justifi-

cation of the New TCC states that the source for these articles is the

Directive 77/91 of the European Union regarding the companies.

Below is an overview of the situations where the companies may buy-

back or accept pledges on their shares pursuant to the New TCC.

Pursuant to article 379, a company may buy back or accept pledges

on its shares in exchange for a consideration as long as the total

amount of shares do not exceed 10% of its share capital or issued

capital. Acquisitions made by third persons on and the account of the

company and acquisitions of subsidiary companies shall be taken into

consideration in calculation of this percentage.

The company may authorize the board of directors for a maximum

term of five years in order to realize transactions by determining the

total number of, total nominal value of and the maximum and mini-

mum amount, which may be paid for such shares

. Thus, the general

assembly is granted an opportunity to exercise control on the buy-

COMMERCIAL LAW

Please see

Prof. Dr. Veliye Yanlı, Doç. Dr. Gül Okutan

Şirketin Kendi Paylarının İktisabına

İlişkin 10.08.2011 tarih ve 26-767 sayılı SPK İlke Kararının 6762 Sayılı TTK Çerçevesinde

Değerlendirilmesi

, 10 Şubat 2012, Arslanlı Bilim Arşivi,

(accessed on 28.01.2012) stating that the CMB principle resolution is in violation of the law to

the extend it exceeds the scope of the provision under article 329 of the TCC and that the share

buyback transactions shall be null and void and acquisitions of third parties acting in good faith

shall not be preserved.

The justification of the article further states that the general assembly may delimit the autho-

rization for entering into buyback transactions to a specific cause.