NEWSLETTER-2019-metin

49 COMMERCIAL LAW publicly traded companies, and that there is a special provision for non-publicly traded companies under the Communiqué on Dividends. The Capital Markets Board (“CMB”) may identify different prin- ciples of companies with similar characteristics with regard to dividend distribution policies of companies. The reasoning of the CML states that “the CMB has been authorized to identify different principles for similar companies in order to prevent the misusage of such flexibil- ity.” In this regard, it is intended for the CMB to give instructions to companies regarding the distribution of dividends 4 . Pursuant to Article 19/2 of the CML, unless the legal reserves and the dividends determined for shareholders in the articles of association are allocated, no decision shall be made for the allocation of other reserves, transferring profits to the following year, or distributing a share payout of profit to the dividend shareholders, members of the board of directors and the employees of the corporation, and so long as the determined dividend is not paid, no share payout of profit may be distributed to these persons. There is no specific provision regarding the voluntary reserves under the CML, but only references to relevant legislation and the articles of association of such company are made. Furthermore, it shall be noted that pursuant to Article 136/5 of the CML, the distribution of the dividends and the usage of the equity capital of revaluation funds by banks shares of which have been sold through public offer shall also be subject to its special legislation. Con- sidering the role of banks in respect of the stability and consistency in the financial markets, special provisions under the banking legislation shall be applied. Since there is no specific meeting or decision quorum regarding the distribution of dividends under the CML, the regular meeting and decision quorum under Article 418 of the TCC shall be applied pursu- ant to the reference under Article 29/3 of the CML. 4 Karacan, Ali İhsan; Erişir Karacan, Esra: Halka Açık Şirketlerde Kâr Payı Dağıtımı, 2016, p. 198.