ERDEM-NEWSLETTER-2018-metin

29 COMMERCIAL LAW Accordingly, premium capital increases prevent dilution of the shareholders’ share ratio, who are unable to participate in the capital increase, while providing funding that is required for the operation capital of the company at the same time. The legal doctrine and ju- dicial decisions emphasize that if a capital increase is made without the issuance of shares at premium, while the current value of the joint stock company’s shares is higher than the face value of the issued shares, the capital increase may be invalidated due to violation of the principle of equal treatment, principles of good faith, and due to the abuse of rights 2 . Consequently, it is claimed in the legal doctrine that issuance of shares at premium may be compulsory where the assets of the company exceed the share capital 3 . Procedure of the Premium Capital Increase Pursuant to the TCC and CML, either the joint stock companies that have adopted a principal capital system, or the ones which have adopted a registered capital system, are allowed to issue shares at pre- mium on several conditions. The procedure that must be followed by joint stock companies in order to make a premium capital increase is as follows: Premium Capital Increase in Joint Stock Companies that have adopted a Principal Capital System In accordance with TCC Article 347, a joint stock company that has adopted a principal capital system may issue shares at premium only if the articles of association or a general assembly resolution of the relevant company allows the company to do so. There is no special meeting or decision quorum foreseen for the general assembly resolu- tion regarding issuance of premium shares. Therefore, if the articles of 2 Poroy/Tekinalp/Çamoğlu , p.210; Paslı, Ali : AnonimOrtaklıkta Kontrol Sahibini Özel Durumu, İÜHFM. C. LXVI, S.2, p.354; Türkmen, Emre : 6102 Sayılı Türk Ticaret Kanunu’na Göre Yeni Pay Alma Hakkına Genel Bir Bakış, D.E.Ü. Hukuk Fakültesi Dergisi, Prof. Dr. Şeref ERTAŞ’a Armağan, C. 19, Special issue-2017, p. 2327; Adıgüzel, Burak :Anonim Şirketlerde Rüçhan Hakkının Sınırlanması veya Kaldırılması, Gazi Üniversitesi Hukuk Fakültesi Dergisi C. XVIII, Y. 2014, No. 1, p.13-14. 3 Çelik, Feyzan Hayal Şehirali / Kırca, İsmail / Manavgat, Çağlar : Anonim Şirketler Hukuku, V.1, Ankara 2013, p. 329.