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are left to the regulations of the Capital Markets Board (“CMB”). The
Communiqué No. II-27.1 governing the Squeeze-out and Sell-out
Rights in Companies
3
(“Former Communiqué”) that has been issued in
this regard entered into force on 1 July 2014. Notwithstanding, this
communiqué was replaced with the Communiqué No. II-27.2 govern-
ing the Squeeze-out and Sell-out Rights in Companies that entered into
force through publication in the Official Gazette dated November 12,
2014 and no. 29173 (“Communiqué”). This Newsletter article shall
assess the squeeze-out and sell-out rights through comparing the pro-
visions of the Former Communiqué and the Communiqué.
CML Provisions
Pursuant to Art. 27 CML, in the event a shareholder owns shares
exceeding a threshold to be determined by the CMB, it will have the
right to squeeze-out other minority shareholders. The wording of this
provision reveals that the minority referred to thereunder is not the
minority as defined under the Turkish Commercial Code No. 6102
4
(“TCC”), but rather the shareholders who constitute a minority with
reference to controlling shareholders that hold shares in the percentage
determined by the CMB.
Shareholders who have a right to squeeze-out the minority may
request from the public company, within a time period to be deter-
mined by the CMB, the cancellation of the shares of minority share-
holders, and issue new shares representing such shares to be granted to
themselves
5
.
Art. 27 CMB refers to Art. 24 in relation to the share price. This
provision governing the price shall be assessed, together with the pro-
visions of the Communiqué, below.
144
NEWSLETTER 2014
3
Published in the Official Gazette dated January 2, 2014 and no. 28870. The Former
Communiqué was abrogated and replaced on 12 October 2014 by the Communiqué.
4
Published in the Official Gazette dated February 14, 2011 and no. 27846, and entered into force
on July 1, 2012.
5
This provision differs from Art. 208 TCC. Art. 208 TCC regulates the right of the controlling
shareholder to purchase minority shares and regulates share transfers. Whereas, pursuant to Art.
27 CML, the shares of the minority are cancelled, and new shares to replace the cancelled ones
shall be issued and delivered to the controlling shareholder.