140 / 473
COMMERCIAL LAW
127
Within 3 months following the notification of the general assembly
resolution through the public notary, the squeezed-out shareholder may
request the annulment of this decision before the court. Upon this request,
the Court analyzes mainly if the stipulated cause has occurred or not; it
cannot examine whether the cause is important or not. Since the cause is
presumed to be important due to its presence in the articles of association,
the court abstains from a separate analysis on its justness. The validity
of this cause, on the other hand, is analyzed in terms of violation of
the protection of personality and public morality. If the cause does not
derogate from the protection of personality and public morality, and if it
has occurred in the case at hand, the request for annulment of the decision
will be rejected.
Squeeze-Out via Court Decision
Similar to the exit right in the presence of a just cause, the right to
squeeze-out a shareholder with a just cause does not require the existence
of a specific provision in the articles of association. Art. 640/3 of the
TCC stipulates that the company may invoke this right in the form of a
request before the court. The company files suit against the shareholder
and where the court opines that just cause exists, it decides in favor of the
squeeze-out of the shareholder.
Conclusion
In the presence of a just cause, the right to exit a limited liability
company or to squeeze-out a shareholder therefrom may always be
invoked. However, as explained above, relying on causes stipulated in the
articles of association provides a fast solution through a general assembly
resolution, especially in squeeze-out cases. Furthermore, such provisions
may be freely written into the articles of association, so long as they do
not derogate from the equal treatment principle.