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imum number of signatures of the preference shareholders who cast
negative votes regarding the general assembly resolution, and a notifi-
cation address suitable for the lawsuit that may be filed shall be deliv-
ered to the board of directors. TCC Art. 454/3 stipulates that the spe-
cial committee decision shall be deemed non-existent unless the afore-
said conditions are met. Thus, these conditions laid out by the TCC
shall be respected when adopting a decision.
If the special committee does not convene despite the call to con-
vene, the general assembly resolution shall be deemed as approved.
Annulment of the Special Committee of Preference
Shareholders’ Decisions
The special committee of preference shareholders has the authori-
ty not to approve the general assembly resolution on the grounds that
their rights have been infringed. In this case, if the board of directors
finds the justification provided by the special committee to be unsatis-
factory, it may file an action for annulment, and demand the registra-
tion of the general assembly resolution from the commercial court of
first instance located at the headquarters of the company. The action
shall be brought before the court within one month following the deci-
sion date of the special committee.
The annulment action shall be initiated against the preference
shareholders who voted against the approval of the general assembly
resolution. The purpose of this provision is to prevent unnecessary law-
suits to be filed against the preference shareholders who had cast affir-
mative votes
2
.
Conclusion
The provision regarding the special committee of preference
shareholders provides for certain guarantees for the protection of the
rights of the privileged shareholders. TCC Art. 454 regulates the spe-
cial committee of preference shareholders and, since this includes
detailed provisions regarding the committee and the action for annul-
ment of the decisions of the committee, it must be considered as an
important provision.
26
NEWSLETTER 2014
2
Hasan Pulaşlı,
Yeni Şirketler Hukuk Genel Esaslar, p. 754.