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cause, and shall decide on the termination of the company in case a
solution may not be reached in this way or there is no alternative solu-
tion. This approach is more appropriate procedurally and for the con-
tinuity of the company.
Pursuant to Art. 531 TCC, the court may decide in favor of the
squeeze-out of the claimant shareholders upon the payment of the real
price of their shares on the date nearest to the decision. However, the
judge may decide for another appropriate and acceptable solution. It is
observed that a broad power of discretion is given to the judge. Over
time, solutions put forth through rulings handed down by the court will
serve to diversify and clarify the notion of what may be considered an
appropriate and acceptable solution. However, the solution decided by
the judge must be appropriate with regards to the concrete case and
must be acceptable. The appropriate solution is a solution which reme-
dies the concrete case and provides a balanced protection between the
interests of the claimants and the company. Any alternative solution
shall be determined in accordance with the features of the concrete
case and the solution must remove the just cause and satisfy the
claimants. Moreover, the solution ruled by the court must be accept-
able; meaning a balance between the interests of the claimant share-
holders and the company is ensured. Proportionate solutions are eval-
uated as acceptable solutions.
Within this scope, examples of decisions rendered by Swiss courts
with respect to appropriate solutions may be emphasized. Some of
these solutions take the form of an obligation to distribute dividends or
partial liquidation through capital reduction. In addition, the option to
establish a new company may be considered; in which the claimant
will be a shareholder, following the division of the former company
and where the capital of the new company is equal to the real value of
the claimant’s shares. Turkish doctrine generally holds that courts may
decide for the division as a result of a lawsuit for termination by just
cause.
Temporal Application of Termination by Just Cause
As explained above, termination by just cause of joint stock com-
panies entered into Turkish Law with the TCC. The temporal applica-
tion of the relevant provision is another subject to examine.
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NEWSLETTER 2014