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payment to be made under Art. 191 TCC on the other hand is a payment
made on the grounds that the shares, rights or consideration given to the
shareholder are not adequate.
The authorized jurisdiction for this lawsuit is the commercial court of
first instance where the headquarters of one of the companies engaging in
the restructuring transaction is located.
Prescription Period
The lawsuit should be initiated within two months following the
publication of the relevant merger, spin-off or conversion decision in the
Turkish Trade Registry Gazette (“TTRG”).
It is regulated under the TCC that the merger and conversion decisions
will be published on the TTRG (Art. 154 and 198/2 TCC), but the
provisions governing the spin-off transaction only foresee a registration,
and not a publication. Even though it is not explicitly regulated in the
provisions governing spin-offs, pursuant to Art. 35/3 TCC, unless
regulated otherwise, all matters which shall be registered are subject
to publication; and accordingly it should be accepted that the spin-off
decision will also be published in the TTRG.
Court Expenses
The TCC provides that the court expenses arising under such lawsuits
shall be borne by the defendant company. The legislator has accepted the
principle that a shareholder, whose rights have potentially been violated,
should not bear the financial burden of the lawsuit.
The TCC also provides that under special circumstances that justify
such a distribution, the claimant may be forced to partially or fully pay
the court expenses. In the event it is apparent that shareholders have
maliciously initiated a lawsuit or the lawsuit is denied, it is possible to
charge the court expenses to the claimant shareholder.
The Effects of the Ruling
The ruling to be adopted at the end of the proceedings shall bear
effect on all shareholders who are in the same situation with the claimant.