ERDEM-NEWSLETTER-2018-metin

28 NEWSLETTER 2018 Premium Capital Increase in Joint Stock Companies * Gaye Spolitis, Leg. Int. Verda Toy Introduction The principles and procedures of issuance of shares at a pre- mium are regulated under Turkish Commercial Code numbered 6102 (“TCC”) and Capital Markets Law numbered 6362 (“CML”). Within this framework, the principles and procedures regarding premium capital increases in joint stock companies will be explained, below. Issuance and Application of Premium Shares Joint stock companies may issue shares at a premium, either at their establishment stage, or during their capital increase periods. Pre- mium means the positive difference between the face value and the share price of the issued shares. Premiums arise only when shares of a joint stock company are committed at a price higher than their face value. Therefore, if the shareholders of a joint stock company sell their shares at a price higher than the face value of the shares, the difference cannot be considered as premium. In practice, the issuance of shares at premium is important where the assets of a joint stock company are significantly higher than the company’s share capital. In either event that the capital increase is made by external investors through mergers and acquisitions transac- tions, or it is made among the present shareholders of the company, the issuance of shares at premium helps to prevent significant changes in the company’s shareholding structure, in accordance with the prin- ciples of good faith, while providing funding to the company 1 . * Article of August 2018 1 Poroy, Reha / Tekinalp, Ünal / Çamoğlu, Ersin : Ortaklıklar Hukuku II, İstanbul 2017, p. 211.