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Special Committee of Preference Shareholders
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Att. Selen Ozturk
Introduction
Turkish Commercial Code No. 6102 (the “TCC”) provides a num-
ber of provisions for the protection of preference shareholders. In this
regard, the general assembly’s right to amend the articles of associa-
tion is restricted by the rights of the preference shareholders. In accor-
dance with Art. 454 of the TCC entitled “Special Committee of
Preference Shareholders,” resolutions of the general assembly pertain-
ing to amending the articles of association, authorizing the board of
directors with respect to increasing the share capital, and the decision
of the board of directors with respect to increasing the share capital
that may potentially violate the rights of the preference shareholders
shall result the convening of preference shareholders to meeting, and
their subsequent approval.
TCC Art. 454 regulates the circumstances where the approval of
the special committee of preference shareholders is required, the
convocation procedure, the decision-making method, and the lawsuit
to be filed against the special committee of preference shareholders by
the board of directors.
Circumstances that Require Approval of Special Committee of
Preference Shareholders
TCC Art. 454/1 stipulates the circumstances where the approval
of the special committee of preference shareholders is necessary.
These circumstances are listed in the relevant article; therefore, the
implementation of the resolutions other than those listed in the article
COMMERCIAL LAW
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Article of October 2014