Newsletter-21

30 NEWSLETTER 2016 a dependent company, and this situation is referred to as a “unilat- eral qualified cross shareholding”. If both of the companies in a cross shareholding situation are dominant over each other, both of them are deemed a dominant and a dependent company and “bilateral qualified shareholding” occurs. This regulation is parallel with Article 19/2-3 of the German AktG. In the determination of a dominant relationship, not only the ma- jority of the voting rights, but also other situations specified under Article 195 of the TCC, shall be considered. Accordingly, if a com- pany holds the right to appoint the members to the management body of another company as per the articles of association in a number that constitutes the majority to make decisions, or constitutes, among its own voting rights, the majority of the voting rights, alone or together with other shareholders or partners based on an agreement, or keeps such company under its dominance pursuant to an agreement, or oth- erwise, the first company is deemed as dominant, and the other is the dependent company. Ownership of more than 50% of a company’s shares is the presumption of law to the existence of a dominant rela- tionship. Consequences of Qualified Cross Shareholding In the event of a qualified cross shareholding, the provisions of Article 201/1 of the TCC applicable to the simple cross shareholding as explained, above, do not apply; instead, provisions of Articles 389 and 612, which are explicitly reserved under such first paragraph of Article 201/1, come in to play. Since the consequences connected to dominance shall apply to the companies in qualified cross sharehold- ing situations, legislators preferred not to aggravate these conditions, and decided not to enforce the sanction of the freezing of shares. As per this Article, those that will be especially applicable among the consequences linked to dominance are related to the acquisition of its own shares by a company. Pursuant to Articles 389 and 612 of the TCC, the parent company’s shares acquired by the subsidiary company shall not be taken into consideration in the calculation of the meeting quorum of the parent company’s general assembly meeting, and voting rights belonging to the parent company shares acquired by