47 / 522
an annulment case. A duly announced agenda should be includ-
ed within the convocation and in accordance with the procedure
set forth under the TCC and articles of association. Moreover,
agenda items should give shareholders a clear understanding of
what is going to be discussed at the meeting. The important cri-
terion is whether or not the claimant shareholder would have
attended the meeting and have been able to change the resolu-
tion with his/her votes if the agenda had been duly announced.
•
Attendance of Unauthorized Persons:
Shareholders are entitled
to challenge general assembly resolutions if persons or respec-
tive representatives who were not authorized to attend the meet-
ing actually attended the meeting and cast votes. These unau-
thorized persons may well include the holders of pledges, liens,
retentions or usufruct rights on the shares. It is unnecessary for
the attendant shareholders to have cast negative votes and had
their dissenting opinions stated under the meeting minutes.
•
Unjust Prevention from Attendance:
Prevention of sharehold-
ers, or holders of rights of usufruct, from attending the meeting
and casting votes, either by threat, deceit, or physical interven-
tion constitutes another ground for the annulment cases. Such
prevention also includes instances where shareholders have
been unduly removed from the meeting.
Scope and Implementation of Influence Rule
As mentioned above, for a shareholder to be able to challenge a
general assembly resolution based on the above breaches, such share-
holder is required to prove that the breach had an influence on the out-
come of the resolution. This rule had not been regulated as broadly
under the previous Turkish Commercial Code No. 6762, yet was
implemented by the Court of Appeals.
The influence rule may be defined as the fact that the general
assembly would not have taken a resolution had the subject breach not
existed
1
. Turkish court practice implements the influence rule in terms
of quora: Influence on the resolution is deemed to be existent where
COMMERCIAL LAW
31
1
Ersin Çamoğlu
, Anonim Ortaklıklarda Genel Kurul Kararının İptalinde Etki Kuralı, Yaklaşım
Dergisi, August 2014, p. 217.