NEWSLETTER-2020-metin

27 COMMERCIAL LAW vote negatively and affirmatively on a given proposal 4 . This view em- phasizes the principle that the right to vote should be determined based on the share, not on the shareholder, as well as the independence of the votes, since each share may be transferred independently 5 . Particu- larly, within the scope of voting agreements, 6 it is evaluated that it is possible to split votes 7 . The historical source of the opposing view is the decision of the German Imperial Supreme Court in the year of 1927 8 . In the afore- mentioned decision, it states that voting rights may not be used in a contradictory manner when voting at the general assembly, which is the decision-making body of the company, and the requirement of uniform voting was decided. The scholars who agree with the afore- mentioned decision, asserting that even if each share is independent, when more than one voting right is collected through one person, the right to vote becomes personalized, 9 and they consider that voting in a different direction is inconsistent, and that it is not worthy of legal protection 10 . Attending the General Assembly by Proxy Other issues regarding the shareholder’s voting right procedure may arise upon different combinations of attending the general assem- bly in person and/or by proxy. The first scenario is that the shareholder attends the meeting in person and with a representative authorized to exercise the voting right arising from his shares. In this case, it should be noted that the shareholder is entitled to release the representative 4 Teoman, Ömer: “Anonim Ortaklık Genel Kurulunda Birden Fazla Paya Sahip Olan Ortaklar Bir Öneri Konusunda Aynı Zamanda Olumlu ve Olumsuz Oy Kul - lanabilirler” (Olumlu ve Olumsuz Oy) , Tüm Makalelerim V. I-II (1971-2001). On İki Levha Yayıncılık, April, 2012. 5 Teoman, Olumlu ve Olumsuz Oy. 6 Regarding the voting agreements, please see. http://www.erdem-erdem.av.tr/ yayinlar/hukuk-postasi/turk-hukukunda-oy-sozlesmeleri/. 7 Tekinalp (Poroy/Çamoğlu) , Ortaklıklar ve Kooperatif Hukuku, 2003, N. 982. 8 Decision of the German Imperial Supreme Court ( Reichsgericht ) dated 16.09.1927 and numbered II 21/37. 9 Arslanlı, Halil : Anonim Şirketler, İstanbul, 1960, II-III 47, 48. 10 Pulaşlı, Hasan : Şirketler Hukuku Şerhi, Adalet Yayınevi, Ankara, 2011, p. 1325.