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companies. The board of directors shall respond such requests at least
twice a year. In addition, the information provided by the board of
directors shall be disclosed at the first general assembly meeting and
immediately at the electronic media (Art. 697/2 and 3 of Draft).
Pursuant to Turkish Law, shareholders do not have any right to demand
information apart from the one which can be exercised during the gen-
eral assembly meeting. Additionally, contrary to the provisions of
Swiss Law, Turkish Law does not require the exercise of the right to
demand information to be necessary to exercise other rights arising
from shareholding.
The Draft aims to eliminate difficulties caused by the procedures
to exercise the shareholding rights and reduce the thresholds in order
for the shareholders to exercise their rights without any hindrance. In
this respect, the Draft reduces the thresholds regarding the right to
request special audits, convene the general assembly, add items to the
agenda, and propose motions on the items on the agenda. However, the
TCC sets forth higher thresholds to exercise the above-stated rights of
the minority shareholders. The most significant reform regarding the
procedure is that shareholders may request from the court to rule for
payment of expenses that arise from claims regarding the liability of,
or restitution by, the company. Pursuant to the TCC, the court shall
decide for the distribution of the litigation expenses and attorney’s fee
between the company and the shareholders in the event that the factu-
al and legal causes, as well as equity principles, justify such distribu-
tion (Art. 555/2 of TCC). However, Turkish Law does not provide for
any procedure whereby the company may be held liable for expenses
incurred prior to the initiation of the relevant lawsuits.
Except for as stated above, Art. 701c of the Draft allows for elec-
tronic general assembly meetings, which is also provided by Art. 1527
of the TCC.
Excessive Compensation of Managers
As above-mentioned, the process regarding corporate law reform
was initiated in 2007; however, the reform concerning the excessive
compensation of managers took priority. After the referendum, in
January, 2014, the Ordonnance contre les rémunérations abusives dans
COMMERCIAL LAW
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