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Squeeze-out and Sell-out Rights in Public Companies *
Att. Leyla Orak Celikboya
Introduction
Capital Markets Law No. 63621 (“CML”) regulates the squeeze-
out, sell-out and exit rights in public companies for the first time2.
While the shareholding status may cease upon the voluntary transfer of
shares to a third person, under certain cases, other methods may be
needed to terminate the shareholding. Especially with respect to events
where shareholders hold a material majority of shares, the termination
of the shareholding of other shareholders may be necessary even in the
absence of a third party transferee, as the controlling shareholder may
request to squeeze-out the minority, and the minority who has no con-
trol over, or is not in a position where it may affect the decisions in a
company, may choose not to be bound by the consequences of such
decisions. Therefore, these rights that have been granted under the
CML are of material importance.
Art. 27 CML regulates the squeeze-out and sell-out rights in pub-
licly offered companies or companies deemed to be public.
Notwithstanding, the CML does not regulate when these rights are
born, nor the principles and procedures governing their exercise, which
CAPITAL MARKETS LAW 143
* Article of October 2014
1 Entered into force through publication in the Official Gazette dated December 30, 2012 and no.
28513.
2 For further information on squeeze-out, sell-out and exit rights under the TCC and CML see
Leyla Orak Celikboya, Squeeze-Out, Sell-Out and Exit Rights in Joint Stock Companies,
companies/ (accessed on 15.10.2014); and further information on exit rights under the CML see
Nilay Celebi, Communique Regarding Common Terms on Material Transactıons and
Shareholder’s Rıght To Dissociate (II-23.1),
communique-regarding-common-terms-on-material-transactions-and-shareholders-right-
to-dissociate-ii-23-1/ (accessed on 15.10.2014).