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Annulment of General Assembly Resolutions of Joint Stock
Companies and the Influence Rule
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Att. Ecem Cetinyilmaz
Introduction
The shareholders, board of directors, and each member of the
board of directors are entitled to challenge the general assembly reso-
lutions, subject to several conditions. Reasons for annulment are listed
under Turkish Commercial Law No. 6012 (“TCC”) as the breach of the
law, breach of the articles of association, and breach of especially good
faith. This article focuses on annulment cases brought by especially the
minority shareholders and the implementation of the influence rule. On
the other hand, the rules of procedure have not been addressed.
Annulment of Resolutions
The right to claim for annulment of general assembly resolutions
is the principal defense mechanism that the minority shareholders are
entitled to against the abuse of the majority shareholders. It is neither
possible to remove, nor limit, such right by the articles of association
or a general assembly resolution, nor it is conditional upon whether or
not the capital commitment has been paid by the claimant shareholder.
Article 446 of the TCC regulates the shareholders who can challenge
the resolutions in two separate groups: shareholders who attended the
meeting but cast negative votes; and shareholders regardless of
whether or not they attended the meeting.
Shareholders Who Attended the Meeting
Shareholders who attend a general assembly meeting have the
right to challenge the general assembly meeting resolutions on the con-
dition that they cast a negative vote, and had their dissenting opinions
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Article of May 2015