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lawsuit based on Art. 193 TCC and be the claimant for its own damages
incurred as a result of the restructuring transaction. However, in the event
the company incurs damages, the shareholder may file a lawsuit based
on Art. 555 TCC for its indirect damages, and request compensation to
be paid to the company. In such a case, in the event the court expenses
and proxy fees are not charged to the defendant, they will be distributed
between the claimant and the company (Art. 555/2).
Art. 193 TCC does not eliminate the general liability regime. Art. 553
and 664 regarding the liability of founders, and provisions such as Art.
549 regarding liability arising from untrue documents or statements shall
continue to apply. The liabilities related to abuse of control, regulated
among the provisions governing group companies (Art. 202/2 TCC) are
also preserved.
Conclusion
The TCC regulates new lawsuits aiming to protect the conflicting
interests of various parties affected by merger, spin-off and conversion
transactions.
The enacted provisions show that the TCC favors the realization of
restructuring transactions. Nonetheless, damaged parties are protected
through the right to file lawsuits. Accordingly, a balance is sought between
the realization of the restructuring transaction and the protection of the
stakeholders.