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COMMERCIAL LAW
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must be notified to the competent authorities and to the company whose
shares are acquired.
In the TCC’s preamble, it is stated that criteria such as minority
limits, cross participation limits, presumption of control etc. were used
to determine the above-mentioned limits. Depending on the case, the
competent authorities may be private institutions or governmental
institutions such as the Capital Markets Board of Turkey, Banking
Regulation and Supervision Agency, Turkish Competition Authority and
the Undersecretariat of Treasury.
According to TRR Art. 107/5, a company or enterprise whose shares
exceed or drop below the limits must notify in writing the company whose
shares are subject to transfer, within 10 days as of the transfer. Companies
which receive such notifications must have them registered with the
relevant trade registry and published in the Trade Registry Gazette within
10 days from the date of receipt.
It must also be pointed out that share transfers in the above mentioned
percentages must also be accounted for in annual reports and audit reports,
and disclosed on the web site of the company.
A similar obligation of notification exists for directors of companies
or undertakings: directors are obliged to notify the company where
they are director for the transfer of such company’s shares resulting in
the amount of the shares owned being above or below the limits. This
notification obligation shall also apply for the transfer of shares owned by
their spouse, their children and companies wherein the director himself,
his spouse, or his children own more than 20% of the shares.
In the case of a transfer below or over the limits, it must be remembered
that the entire transaction shall be notified, not just the part exceeding the
limit.
In practice, the company, whose shares have exceeded or dropped
below the mentioned limits, notifies the company whose shares are
transferred, and the latter notifies the relevant trade registry. This
notification is then registered with the trade registry and published in the
Trade Registry Gazette.