NEWSLETTER-2020-metin

26 NEWSLETTER 2020 Finally, the number of voting rights held by the shareholders is the ratio of the nominal value of their shares to the total capital, unless privilege in the right to vote is stipulated in the articles of association of the company. Minimum Voting Right of the Shareholder Article 373 of the former Turkish Commercial Code No. 6762 (“fTCC”) contains the provision that “each stock equals at least one vote”. Article 434(2) of the TCC No. 6102, which was adopted in 2011, unlike the fTCC, states that “Each shareholder has at least one voting right, even if they have only one share”. The minimum voting right is regulated as having at least one vote in both the fTCC and the TCC . However, while the fTCC defines the voting right depending on the share certificate, the TCC uses the concept of shareholder as an anchor to define the minimum voting right. This change in the wording of the TCC is interpreted by the scholars as a change in principle, and is expressed as a departure from the annulled regulation, which manifests that the joint stock company is a capital partnership in every aspect 2 . It is also underlined by the scholars that there is no provision in the rationale of the TCC regard- ing this change of wording 3 . Shareholders Splitting Votes that Arise from Different Shares As explained above, the most important result of the having the voting rights linked to the shares within the fTCC period are the dis- cussions about shareholder voting at different directions, for the same decision. Certain scholars have argued that if the shareholders have voting rights arising from more than one share, they may both partially 2 Teoman, Ömer : “Türk Ticaret Kanunu Tasarısı’na Göre Anonim Ortaklıkta Pay Sahibinin Oy Hakkı” (Tasarı) Banking and Commercial Law Journal (BATİDER), Vol. 25, Issue 3, 2009, p. 9. 3 Teoman , Tasarı, p. 9; Kendigelen, Abuzer : Yeni Türk Ticaret Kanunu: Değişiklikler, Yenilikler ve İlk Tespitler, On İki Levha Yayıncılık, May, 2016, p. 335.