Newsletter-21

23 COMMERCIAL LAW board of directors of a dependent company against the dominant com- pany and its board of directors. Exemption to the Compensation As an exemption to the liability of the dominant company, it is regulated under the TCC that compensation shall not be applicable where it is evidenced that the transaction that caused losses would be also concluded or avoided by the board of directors of an independent company that looks after the company’s interest in accordance with good faith principles, and acts with the diligence of a prudent director. In such a case, exercise of dominance in such a way to cause losses to the dependent company is due to necessity and, therefore, ruling for compensation against the dominant company would be unjust. Other Remedies In transactions such as mergers, demergers, changes of types, liquidation, issuance of instruments, and important amendments to the articles of association that do not originate from an explicitly understandable just cause for the dependent company the sharehold- ers who cast negative votes in the relevant general assembly meet- ing and annotated such to the meeting minutes, or the shareholders who objected in writing to the resolutions of the board of directors on similar subjects, are entitled to not only claim compensation from the dominant company, but also to ask the court for acquisition of their shares. Through this, the shareholders who are in the minority position against the exercise of dominance, and who object to the method of exercise of dominance, are provided with the opportunity to exit from the company. The value of the shares in such a case shall be the least stock exchange value, if any, or if there is no such value, or such value is not compatible with the principle of equity, the value shall be the actual value, or a value to be determined according to a commonly acceptable method. The court decision shall be based on the most re- cent data. When such a lawsuit is filed, a security shall be requested in an amount covering the possible damages of the claimants or the acquisition value of the shares and unless such security is provided, no transaction shall be allowed to be made regarding the general as- sembly or board of directors resolution.