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Right to Request Special Audit
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Att. Ecem Cetinyilmaz
Introduction
A special audit mechanism is the extension of the right to request
information that is granted to each shareholder. A special audit ensures
that a shareholder obtains detailed information regarding a specific
event, and enables such shareholder to consciously and accurately use
his/her rights arising from his/her shareholding in the subject compa-
ny. The Turkish Commercial Code no. 6102 (“TCC”) sets forth that the
appointment of the special auditor shall be made by the commercial
court of first instance upon the request of any shareholder, notwith-
standing the shareholding percentage, subject to certain conditions.
Request for Special Audit and Appointment
The right to request the appointment of a special auditor can be
exercised by a shareholder, only when it is necessary, and if the right
to demand information or examination has already been exercised
regarding such specific point. In this regard, the requirement of necessity
should be evaluated in terms of shareholding rights, and especially
the voting rights. In other words, a special audit can be requested if
obtaining the requested information is necessary for such shareholder
to exercise his/her shareholding rights. The second requirement -first
exhausting the right of information- is set forth in order to avoid any
unnecessary requests, and to ensure that the relevant shareholder is
already informed of the financial situation of the company, and makes
a conscious request. A request can be made at the general assembly
meeting of the subject company, even if it is not included within the
agenda of such general assembly meeting. This provision constitutes a
clear exception to the principle of commitment to the agenda.
COMMERCIAL LAW
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Article of October 2014