NEWSLETTER-2017

18 NEWSLETTER 2017 to the company’s share capital. The preamble of the article 3 clearly states that the nominal value of the shares shall be taken as a basis for the determination of the right to acquire new shares. Pursuant to Article 461/3 of the TCC, the board of directors shall designate the principles governing the exercise of the right to acquire new shares by a resolution, and grant a period of at least fifteen days to shareholders. The registration and announcement of such resolution is mandatory. The objective of this regulation is not only to determine the period of fifteen days, but at the same time to instruct the board of directors in this regard 4 . As the Article specifies such fifteen-day period as a minimum, the granting of a fifteen-day period does not always mean that the board of directors has fulfilled its duty in ac- cordance with the law, as the board of directors is also responsible for providing a term that is sufficient for the exercise of the pre-emptive right 5 . The date specified under the resolution for the exercise of the pre-emptive right cannot be a date prior to the announcement of the resolution 6 . Article 497 of the TCC also emphasizes that the shareholders are entitled to a pre-emptive right without any restrictions. According to this Article, in the transfer of listed registered shares, the transferee cannot exercise its rights to participate and vote in the general assem- bly meeting arising from its shares and other rights attached to the voting right, until the company recognizes the transfer; whereas, it is not subject to any restrictions for the exercise of the other sharehold- ing rights, especially the pre-emptive right. The fourth paragraph of Article 461 of the TCC explicitly allows the transfer of the pre-emptive right. 3 Preamble of Article 461 of the TCC. 4 Preamble of Article 461 of the TCC. 5 Preamble of Article 461 of the TCC. 6 Tekinalp, p. 309.