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mics that the most important purpose of a lawsuit regarding the termi-

nation of joint stock companies by just cause is to prevent the violation

of minority shareholder’s rights, which are violated through majority

shareholder’s placing their benefits over the benefits of the company

and using the voting rights therein for this reason. The violation of the

financial rights of the shareholders may also be regarded as a reason

for the justified termination of a joint stock company.

In terms of balancing the rights and interests of the shareholders in

joint stock companies, the right to demand information and examina-

tion is of vital importance. Protecting the interests of shareholders and

their ability to retrieve information in the course of affairs is not possi-

ble without the right to demand information and examination.

Moreover, it may be stated that the systematic rejection of the share-

holder’s right to demand information constitute just cause. For

instance, not being able to effectively exercise the right to examine

company documents and records, and having requests rejected for the

detailed control of company statements may constitute just cause.

As is known, the individual relationships between the parties are

not as important in joint stock companies as in limited companies.

However, it should be kept in mind that the individual relationships

between the shareholders may play an important role in the operation

of the company in small joint-stock companies in which the shares are

not distributed to many shareholders. Therefore, it is possible to say

that the judge may, exceptionally or together with the other just caus-

es, pay attention to the personal reasons while deciding on termination

of a joint stock company by just cause, or at least for the squeezing out

the claimant shareholder(s).

Requests and Solutions Which may be Decided by the Court

Pursuant to Art. 531 TCC, a claimant may request termination of a

joint stock company by just cause from the court. However, even if

there is just cause, the court is not obliged to decide in favor of termi-

nating the company. Legal scholars agree that termination by just cause

shall be perceived as a last option, as it is an exceptional solution and

it does terminate the legal personality of the company. Therefore, the

court shall first resort to other solutions which may eliminate just

COMMERCIAL LAW

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