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Filing a Claim for Compensation for Shareholders’ Damages or
the Purchase of Their Shares pursuant to Art. 202/2 of the
Turkish Commercial Code
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Att. Selen Ozturk
Introduction
The Turkish Commercial Code No. 6102 (“TCC”) Art. 202/2 sets
forth certain solutions for shareholders where the dominant company
unlawfully exercises control over the dependent companies. The exer-
cise of control, as per this article, may occur through merger, division,
conversion, termination decisions taken by the dependent company
through the exercise of control or important decisions such as issuing
securities. In accordance with said article, the shareholders who dissent
from certain transactions in the dependent company through the exer-
cise of control may request from the court that damages arising from
the dissented transaction be compensated, or that their shares be pur-
chased. This regulation is a significant regulation and requires further
examination since it is intrinsic to the TCC and entitles the sharehold-
ers to exit the company. This article will examine the contravention of
the law regulated under Art. 202/2 TCC, the causes of action, parties,
claims and the required security to be deposited related to this action.
The Contravention of Law as Regulated under Art. 202/2 TCC
The contravention of law regulated under TCC Art. 202/2 is based
on the rendering of decisions in the absence of explicit just cause with
respect to the dependent company. However, these decisions are not
just any kind of decisions taken by the dependent company, but only
important decisions stipulated in said paragraph. In accordance with
Art. 202/2 TCC “transactions such as merger, division, conversion, ter-
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Article of April 2014