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NEWSLETTER 2013
30
New Lawsuits Regarding Mergers, Spin-offs and
Conversions
*
Prof. Dr. H. Ercument Erdem
Introduction
The TurkishCommercial CodeNo. 6102
1
(“TCC”) introduces detailed
provisions regarding merger transactions, regulates for the first time spin-
off transactions and materially broadens the scope of conversion of type
transactions. Both Swiss legislation and the
acquis communautaire
were
taken into consideration in the drafting of these provisions.
The TCC introduces new concepts such as squeeze-out and sell-out
rights, a consideration to be paid to the shareholder, and regulates new
shareholder rights. The system of protection of creditors is amended
and the old mechanism which prevented the realization of restructuring
transactions is abandoned. A simplified procedure is envisaged based on
the scale of the companies involved in the transaction. Thereby, the TCC
addresses restructuring transactions in detail. Statutory provisions aim at
facilitating these transactions.
Restructuring transactions may cause conflicts of interest between
various stakeholders. For this reason, the TCC regulates new types of
lawsuits in its aim to strike a balance between various interests while
establishing the framework for restructuring transactions. The first
lawsuit is in relation to preserving the continuity of the shares and rights
of a shareholder. The second lawsuit is regarding the annulment of
restructuring decisions. The third lawsuit is a special liability lawsuit for
damages caused (due to negligence or fault) by persons participating in
the restructuring transactions.
*
Article of October 2013
1
Official Gazette, 14 February 2011, No. 27846.