NEWSLETTER-2019-metin

32 NEWSLETTER 2019 assets one by one, or selling a significant asset at once. The Court of Cassation, during the fTCC, ruled that the sale of an immovable one by one by dividing into parcels requires an ordinary threshold, as op- posed to aggravated threshold for sale of an immovable at one time 8 . What is unanimously accepted in the doctrine is the sale of property one piece at a time (not in its entirety) to the same person, only for the purposes of evasion of law and avoiding the consent of the general assembly, is invalid. It is disputed as to whether transactions, such as pledges, warran- ties, guarantees, donations, clearings, barters, loans, which can result in the transfer of a significant amount of a company’s property, are under the scope of the Article, although the wording of the Article only refers to the sale. Certain parts of the doctrine are of the opinion that the Article 408 of TCC is an exception and should be interpreted narrowly so that only sale is under the scope 9 . Another view in the doctrine argues that when the aim of the Article is assessed, the Ar- ticle should be applied to other transactions, which would result in the transfer of property of a significant amount of a company asset 10 . Threshold for the Resolution of the General Assembly Article 408(2)(f) of the TCC, while requiring an unassignable general assembly resolution for the wholesale of a significant amount of an asset, does not provide a specific threshold for this resolution. On the other hand, the abovementioned Article 538(2) of the TCC, regarding the significant amount of active sale during dissolution, re- quires the resolution to be accepted by an aggravated (75%) threshold, by referring to Article 421 of the TCC, paragraphs 3 and 4. Although the TCC does not provide any explicit provision, Article 22(12) of the Regulation on Procedures and Principles of General Assembly Meetings of Joint Stock Companies and Participation of Ministry of Customs and Trade Representative in These Meetings states that the consent of 75% of shareholders is required for resolution on the 8 11. CC, E. 6072, K. 270, 30.01.1985. 9 Ayoğlu , fn. 26; Demir, Aybüke / Eroğlu, Muzaffer : “ Anonim Şirkette Organlar Arası İşbölümü ve Genel Kurulun Devredilemez Yetkileri ”, Kadir Has Üniversi- tesi Hukuk Fakültesi Dergisi, V. 2, No. 2, 2014, p. 96. 10 Biçer / Hamamcıoğlu , p. 48.