NEWSLETTER-2020-metin

32 NEWSLETTER 2020 also widely known as the “198 Notification.” The notifications shall be made in writing and shall be both registered and announced. Pursuant to Article 198/2 of the TCC, all rights deriving from the relevant shares shall freeze, including the voting rights, until the reg- istration and announcement has been completed. The details regarding the notifications are regulated under Article 107 of the Trade Registry Regulation. Pursuant to the sixth paragraph of the relevant Article, if an application for registry and announcement is not submitted to the relevant directorate within the legal time period, all rights deriv- ing from the relevant shares shall freeze, including the voting rights. Therefore, it is possible to state that other rights, such as the right to dividends or preemptive rights, also freeze. Since Article 198/2 of the TCC states that such rights shall remain frozen so long as the notice, registration, and announcement obligations are fulfilled, there is an opinion in the doctrine, which defends that such rights cannot be used from the moment of acquisition until the moment of notice 4 . Although under certain provisions it is explicitly regulated that the shares subject to the freezing of voting rights shall not be considered for quorums (please see Companies’ Acquisition of its Own Shares and Cross Shareholding ), Article 198 of the TCC remains silent on this issue. The prevailing opinions in the doctrine is that the rights subject to the freezing of voting rights should not be considered for the quorums. Thus, it could be evaluated that the shares subject to the freezing of voting rights would not be regarded for both meeting and decision quorums 5 . Companies’ Acquisition of its Own Shares Pursuant to a contrario meaning of Article 379 of the TCC, the company may acquire its own shares, so long as it does not exceed 10% of its original or issued capital, and by providing other condi- tions. Pursuant to Article 389 of the TCC, the acquired shares shall not be taken into account in the calculation of the meeting quorum of the general assembly meeting. 4 Okutan Nilsson, Gül : Türk Ticaret Kanunu Tasarısı’na Göre Şirketler Topluluğu Hukuku, On İki Levha Yayıncılık, İstanbul, 2009, p. 527. 5 Yanlı; Okutan Nilsson, p. 777.