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In addition, certain rights held by the minority shares can consti-
tute sole control. It may also be observed in cases where certain pref-
erences are granted to minority shares. Specifically, preferences that
have an effect over strategic decisions may create sole control. It can
also be the case when, due to the shareholding structures and manage-
ment structures of certain undertakings, various minority shareholders
make financial, executive, or business-related decisions.
In determining de facto sole control, the share percentages, the
participation levels in general assembly meetings, and the voting pat-
terns adopted are taken into account. The Guidelines require the minor-
ity shareholders to hold a majority in the general assembly for them to
be considered as having sole control. However, it is essential that the
change of control is permanent.
Joint Control
Joint control exists where two or more undertakings or persons are
able to exercise decisive influence over another undertaking. Decisive
influence is described by the Guidelines as the power to block actions
that determine the strategic commercial behavior of an undertaking. In
this instance, the possibility of a deadlock situation exists when the
power of two or more companies rejecting proposed strategic decisions
by taking joint action is in question.
Joint control is also exercised in situations where equality in vot-
ing rights and appointment of decision-making bodies, the rights of the
minority shareholders to veto decisions, such as the budget, the busi-
ness plan, major investments, etc. exist (it is laid out in the Guidelines
that possession of even one such veto right may be sufficient), and
where voting rights are jointly exercised by the minority shareholders
even though they do not have veto rights.
The fact that the majority shareholders are dependent on the
minority shareholders when adopting certain decisions, as well as the
possession of certain know-how by the minority shareholders, may
also create de facto control.
It must be noted that the transfer of either majority or minority
shares gives rise to the same consequences for situations where sole,
joint, de facto or de jure control is created. The most basic of these are
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