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companies, may request the termination of the company from the rel-
evant court. It is observed that the lawmaker assessed this right of
action as a minority right, but has not granted this right to a shareholder
holding only one share. The shares representing at least ten percent of
the capital (five percent in public companies) may be held by one
shareholder or by more than one shareholder as well. Where there is
more than one shareholder, these shareholders shall act jointly.
The focal point of this regulation is that in light of corporate gov-
ernance principles, it provides an efficient and proportionate protection
to minority shareholders against the majority.
The lawsuit shall be filed against the legal entity of the company.
Jurisdiction
The competent jurisdiction in a lawsuit of this type is the com-
mercial court of first instance where the headquarters of the company
is located.
Just Cause
A just cause appears as a notion that enables the termination of a
continuous contractual relationship, where one exists. While termina-
tion by just cause has significant importance for simple shareholdings
in which the personal characteristics of the shareholders and their rela-
tionships play a major role, this notion is approached prudently in
terms of joint stock companies.
Although Art. 531 TCC sets forth that a joint stock company may
be terminated where just cause exists, it does not define just cause, and
does not introduce restrictions on the causes which may be assessed as
just. In fact, the reasoning of the TCC, by stating that
“Just cause is not
defined in the Draft, nor are any examples of just cause provided; but
defining the notion of just cause and determining its nature are left to
court decisions and the doctrine”
, stipulates that the content of said
notion shall be determined by the academics and legal precedent.
The misuse of majority power in a company is the most funda-
mental event requiring the termination of a joint stock company for just
cause under Swiss and Turkish laws. It is stipulated by Swiss acade-
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NEWSLETTER 2014