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COMMERCIAL LAW
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held by such minority and to purchase such shares. Reference is made to
Art. 24 of the CML, with regards to the share price. The article regulating
the exit right, which is analyzed below, states that the share price shall
be specified in the agenda of the relevant general assembly meeting. The
CMB shall regulate the principles and procedures with regards to the
determination of shares not listed on the stock exchange.
This article governing the squeeze-out right states that, in cases where
the squeeze-out/buy-out right arises based on the percentages determined
by the CMB, the minority shareholder shall also have a sell-out right.
Pursuant to this provision, the minority shareholders may, within the
timeframes to be determined by the CMB, request the shareholders
holding shares exceeding the percentage to be determined by the CMB to
purchase their shares in exchange for a fair value. Thus, the sell-out right
of shareholders holding a specified percentage of the shares and the sell-
out right of minority shareholders is regulated as a whole.
This article expressly holds that Art. 208 of the TCC, which is among
the provisions governing group companies, shall not be applicable to public
companies. Said article, analyzed hereinabove, governs the squeeze-out
of the minority causing trouble in a subsidiary of a group. The legislative
justification provided by the CML states that the two provisions regulate
similar matters, and given a specific provision is present in the CML, an
exception to TCC Art. 208 is foreseen.
The Exit Right
Pursuant to the provisions of the TCC governing group companies,
the shareholder exercises its right to leave the company by requiring the
controlling company, or the controlling undertaking, to purchase its shares.
CML Art. 27 discussed above also grants the shareholder the right to sell
its shares to other shareholders whose shares exceed a specific percentage.
These rights are referred to as the sell-out rights of the shareholders.
However, the CML further provides for the right of the shareholder to sell
its shares directly to the public company to which it is a shareholder. This
right granted under the CML is referred to as the “exit right”.
The exit right is granted to shareholders in the event a public company
makes important decisions. Pursuant to CML Art. 23 merger, demerger