121 / 473
NEWSLETTER 2013
108
202/2, shareholders voting against a general assembly resolution, who
record their objections in the minutes, or who object in writing to board
resolutions governing such material transactions may, within two years
as of the date of the relevant decision, request from the courts that the
controlling undertaking purchases its shares with a minimum value
equivalent to the market price, actual price or the price to be determined
by a generally accepted calculation method.
Provisions of the CML
Capital Markets Law No. 6362
2
(“CML”) regulates the mandatory
share purchase bid (mandatory bid/appel), which was regulated with
communiqués by the Capital Markets Board (“CMB”) issued pursuant
to a general provision of the Abrogated Capital Markets Law No. 2499.
However, in addition to this provision, the CML further regulates the
squeeze-out, sell-out and exit rights in public joint stock companies. Thus,
in addition to the provisions of the TCC, which were briefly addressed
above, the CML provides new possibilities to public companies and their
shareholders. Below, the squeeze-out, sell-out and exit rights granted
under the CML will be assessed.
Squeeze-Out and Sell-Out Rights
Pursuant to Art. 27 of the CML, either as a result of a mandatory
offer, or through other means such as acting together, in the event the
total number of shares held exceeds the percentage to be determined by
the CMB, the persons holding such shares shall have a right to squeeze-
out/sell-out the shares of the minority shareholders. From the wording of
the article, it is understood that the term minority will not be construed
as the technically defined term under the TCC, but as the shareholders
who form the minority in comparison with the persons holding shares
exceeding the percentage to be determined by the CMB. Currently, there
are no regulations specifying this percentage.
Shareholders who have a squeeze-out right may, within the timeframes
to be determined by the CMB, request that the company nullify shares
held by minority shareholders, to issue new shares representing the capital
2
Official Gazette, 30 December 2012, No. 28513. CML entered into force on its publication
date.