NEWSLETTER-2019-metin

25 COMMERCIAL LAW Nevertheless, according to Article 28/1 of the Regulation, the meeting shall be postponed if the minimum quorum envisioned by the law and the articles of association is not reached before the meeting starts, or if it is understood as a result of the roll call that is made during the meeting that the shares present at the meeting are below the decision quorum calculated according to the list of attendees before the meeting. The Regulation does not provide a provision as to who shall decide on the postponement. In this case, one should accept that the meeting shall be postponed by the chairman. (ii) By the Decision of the General Assembly The second paragraph of Article 28 of the Regulation also pro- vides an opportunity that is not regulated under the TCC. According to this Article, the general assembly duly called pursuant to the law and the articles of association may be postponed only before discussion of the agenda commences, and by a decision to be taken by the general assembly 3 . The meeting as mentioned here is a meeting in which the meeting quorum is met. Otherwise, it is not possible for the general as- sembly to take a postponement decision since meeting quorum is not met. The Article does not require any reason for the postponement 4 . (iii) Requests regarding the Discussion of the Financial State - ments Article 420 of the TCC entitles the minority shareholders to request postponement of discussion of financial statements and affiliated issues. Accordingly, upon the request of the shareholders holding one-tenth of the capital in non-listed companies, and one-twentieth in publicly held companies, the discussion of such matters shall be postponed to one month hence. Article 413/3 of the TCC is a guide in the determination for which subjects are “issues affiliated with the discussion of financial statements”. According to the Article, the dismissal of the members of 3 For a criticism of the provision regarding that the decision can only be made before the discussion of the agenda starts, see Çamoğlu (Poroy/Tekinalp) : Ortaklıklar Hukuku I, Uptated 13 th ed., Istanbul 2014, p. 521. 4 For different opinions about the necessity to indicate a reason, see Pulaşlı, Hasan : 6102 Sayılı Türk Ticaret Kanuna Göre Şirketler Hukuku Şerhi, V. I, Ankara 2011, p. 749, fn. 246. Whether or not this request constitutes abuse of right, see Pulaşlı , p. 749, fn. 347.