NEWSLETTER-2019-metin

9 COMMERCIAL LAW TCC by recognizing the privilege to “a certain share group” 4 . Since the privilege is granted to a group shares, not to individual shares, in the case of a transfer of shares, the new owner of the shares is included in the related group in any event, and benefits from the privilege. Shareholders Forming a Certain Group with their Characteristics and Qualifications Provided that it is regulated in the articles of association, the privilege of being represented on the board of directors can also be granted to the shareholders who form a group with their characteristics and qualifications. In this case, due to the fact that privilege is not granted to a share or a group to which the shares are included; in the event of a transfer, the transferee cannot benefit from the privilege in the absence of the characteristics and qualifications as regulated in the articles of association. Therefore, the interpretation of the concept of “shareholders forming a certain group” is essential, and determination of it in the articles of association is an issue that needs special atten- tion. It is recommended that the required characteristics and qualifica- tions of the persons to form the group to be regulated in the articles of association should be very clearly set out in a manner so as to leave no doubt 5 . Shareholders who work in the company, who are amongst the founders of the company, and who are members of a family, or who come from the same origin, or who supply raw materials in relation to the activities of the company, who belong to a certain profession, members of a sub-industry, as well as dealers, are considered as share- holders forming a certain group 6 . Minority Since it is generally accepted in the doctrine that the concept of minority in Article 360 of the TCC is not used in a narrow or tech- nical way (shareholders that constitute 10% of the capital or 5% of the capital in publicly traded companies), the doctrine argues that the shareholder(s) outside of the majority having more than 50% of the 4 Poroy / Tekinalp / Çamoğlu : Ortaklıklar Hukuku I, 2014, p. 384. 5 Poroy / Tekinalp / Çamoğlu , p. 385. 6 Pulaşlı, Hasan : Şirketler Hukuku Genel Esaslar, 2013, p. 399.