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NEWSLETTER 2013
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The claimant may request the purchase of his shares by the controlling
company instead of filing a compensation claim. However, in order to
apply this solution, the request of compensation should not be possible.
Furthermore, if it is justifiable; instead of compensation, the judge may
decide that the plaintiff shareholders’ shares must be acquired by the
controlling company or decide on another solution, which is acceptable
and appropriate to the situation. Accordingly, this provision is assumed
as an important provision since the judge may use his discretionary
power while deciding on the solution. The judge, without any request,
by considering the circumstances of the relevant case, may rule for the
purchase of the shares or for any other solution. Art. 202/2 shall be
applied while determining the purchase price of the shares. In accordance
with Art. 202, if possible, the shares shall be purchased at least at stock
exchange value. If there is no such value or if the stock exchange value is
not just, then they shall be purchased at actual values, or at a value to be
determined in accordance with a method that is generally accepted.
Jurisdiction and Statute of Limitations
The competent court is the commercial court of first instance,
pursuant to Art. 561 TCC. Said article sets forth that the lawsuit against
the respondent shall be filed in the commercial court of first instance
where the headquarters of company is situated. However, said article does
not clarify whether “headquarters” refers to that of the controlling or the
dependent company. Art. 202/1(e) stipulates that if the headquarters of
the controlling undertaking is located abroad, the suit for compensation
shall be filed in the commercial court of first instance at the location of
the headquarters of the dependent company.
TCC Art. 560 shall be applied with respect to prescription period due
to reference to art. 560. In accordance with this article, the compensation
claims must be made within two years from the date on which the claimant
became aware of the loss, and the person that is responsible of that loss
and in any case, within five years from the occurrence date of the act
which caused the loss.