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Plaintiff
The plaintiff in this lawsuit is the shareholder of the dependent
company. The shareholder must hold the title of shareholder on the
date when the relevant general assembly resolution is taken in order to
file the lawsuit. A shareholder who does not satisfy the conditions set
forth under Art. 202/2 TCC may not file suit. In compliance with this,
the shareholder, during a general assembly resolution must cast a neg-
ative vote and record this in the minutes; regarding a board resolution,
he must object in writing as soon as he becomes aware of the relevant
resolution. Pursuant to said provision, the shareholders who have
abstained from voting or whom did not attend the meeting do not have
a right to file a lawsuit. However, with regards to the shareholders
whose attendance in the general assembly has been prevented, they
may be granted a right to file an action in order to protect their inter-
ests. In addition, the shareholder filing an action against the dominant
company must be damaged or will be damaged upon the materializa-
tion of the transaction.
Defendant
The defendant is the dominant enterprise that enacts the resolu-
tions due to the voting power it has in the general assembly, or in case
of a board resolution, the dominant enterprise represented by the board
of directors, or which elected the board of directors.
Deposit
When the action set forth in Art. 202/2 TCC is taken, the amount
of money covering the possible losses by plaintiffs or the purchase
value of the shares shall be deposited in the name of the court as secu-
rity in a bank to be determined by the court. Until the security has been
deposited, no proceeding may be conducted in relation to the general
assembly or board of directors’ resolution. As understood from the arti-
cle, the money deposited by the defendant is not subject to any demand
and the execution of the resolution is prevented if the security is not
deposited. This deposit secures the compensation, which will be paid
at the end of the action.
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NEWSLETTER 2014