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Claims
Compensation for Shareholder’s Damages
The shareholders in the action filed pursuant to Art. 202/2 TCC,
may request compensation for the damages resulting from the unlaw-
ful exercise of control. The aim of this provision is to compensate the
damages incurred by shareholders, thus compensation of the depen-
dent company’s damages does not constitute the subject of this action.
The judge shall rule for the compensation of the shareholder’s damages
where he/she is convinced that the conditions set forth in the provision
are satisfied. The damages to be compensated shall be damages which
have actually occurred.
Share Purchase
Another claim which may be asserted by shareholders, pursuant to
Art. 202/2 TCC, is the request for the purchase of their shares. The
shareholder possesses the right to exit the company through this mech-
anism, as set forth in Art. 202/2 TCC. In order to file this action, it is
required that the shareholder’s interests are damaged without just cause
and the partnership relation has become unbearable. In order for the
judge to rule for the purchasing of the shares of the shareholder, the
shareholder fulfilling the conditions stipulate in this article must file an
action with this request. Accordingly, all of the shares of the share-
holder shall be purchased if the claim is settled in their favor. The
shares shall be purchased at stock exchange value if possible, or if
there is no such value or if the stock exchange value is not just, at actu-
al values, or at a value to be determined in accordance with a method
that is generally accepted. When calculating the value of the shares,
restrictions such as pledges and attachments over the shares must be
taken into account.
Jurisdiction and Statute of Limitations
A claim requesting compensation or the purchase of shares must
be filed within two years commencing from the date of the general
assembly resolution or the publication date of the board of directors’
resolution. The competent court is the court of the place of domicile of
the defendant.
COMMERCIAL LAW
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