41 / 522
necessary for the exercise of the right to vote. Such a condition is not
provided in order that the shareholders are not prevented from exercis-
ing their right to request information on the bases of unlawful causes.
However, some scholars state that such a condition is necessary to pre-
vent shareholders from requesting irrelevant information in order to
block the general assembly meetings
2
.
Right of Examination following the General Assembly Meeting
The TCC also enables shareholders to examine, after the general
assembly meeting, the commercial books and correspondence related
to questions that were addressed at the general assembly meeting. In
order to exercise the right of examination after the general assembly,
the shareholder shall have posed a question at general assembly meet-
ing, and the answer shall not have been satisfactory
3
. The shareholder
was not satisfied with the answer shall ensure that the same is includ-
ed in the meeting minutes, and may request an authorization for the
examination later from the general assembly or board of directors.
The exercise of the right is subject to the explicit authorization of the
general assembly or affirmative decision of the board of directors. If
the authorization is granted accordingly, the right of examination may
be exercised by way of an expert in accordance with Article 437/4 of
the TCC.
In accordance with Turkish law, shareholders are not entitled to
request written information from the board of directors without any
prior condition established to address questions at the general assem-
bly meeting. Adoption of the right to request written information from
the board of directors will enable shareholders to obtain concrete and
actual information on the functioning of the company.
Extent of the Information
The extent of the right to request information includes information
on financial statements, the company’s business and activities, invest-
COMMERCIAL LAW
25
2
Hasan Pulaşlı
, 6102 Sayılı Türk Ticaret Kanunu’na göre Şirketler Hukuku Şerhi, 2nd Volume,
Ankara 2011, p. 1352-1353, para. 212.
3
Ünal Tekinalp
, p. 324, para. 14-79.