ERDEM-NEWSLETTER-2018-metin

20 NEWSLETTER 2018 shareholder. This provision is in parallel with Article 794/2 of the Civil Code stating that unless otherwise agreed, the usufruct right en- titles the usufructuary to fully enjoy the subject of the right, and with Article 803/2 of the Civil Code, according to which the usufructuary shall act with all due respect as a diligent manager while enjoying the usufruct right. Right to Participate in General Assembly Meetings As a consequence of holding the voting right attached to the shares, the usufructuary is also entitled to participate in the general assembly meetings. Pursuant to the legal doctrine, in addition to the usufructuary, the shareholder may also attend the general assembly meetings without having a voting right 14 . The fact that the usufructu- ary is entitled to participate in the meetings and exercise a voting right, does not prevent the shareholder from participating in general assem- bly meetings, as well, and to annotate its objections to the resolution in the relevant meeting minutes 15 . Right to Request Annulment of General Assembly Resolutions As is generally asserted in the legal doctrine, the usufructuary has the right to request the annulment of general assembly resolutions. Although Article 446 of the TCC indicates that the right to request annulment belongs to the shareholder, it should be accepted that the usufructuary, by itself, is also entitled to request annulment, and there is a voluntary joinder of parties between the shareholder and the usu- fructuary 16 . When the usufructuary is entitled to voting rights, but not to the right to request annulment, which is the particular legal remedy to protect one’s voting right, this would constitute a restriction to the scope of the voting right 17 . Both the usufructuary and the shareholder have an interest regarding the share subject to the usufruct right; for example, the usufructuary would have an interest in requesting an- 14 Poroy, Reha / Tekinalp, Ünal / Çamoğlu, Ersin : Ortaklıklar Hukuku I, rewritten 13th ed., İstanbul 2014, p. 486. 15 Moroğlu, Erdoğan : 6102 Sayılı Türk Ticaret Kanunu’na GöreAnonimOrtaklıkta Genel Kurul Kararlarının Hükümsüzlüğü, 6 th ed., İstanbul 2012, p. 233. 16 Moroğlu , p. 231. 17 Pulaşlı , p. 847; Moroğlu, p. 232.