NEWSLETTER-2020-metin

34 NEWSLETTER 2020 TCC , stock corporations that hold at least one fourth of each other’s share are cross shareholding. Pursuant to Article 201 of the TCC, a stock corporation that knowingly gets into a cross shareholding situation by acquiring the shares of another stock corporation can only use one-fourth of its total votes arising from the shares subject to participation and of its other shareholding rights; all other shareholding rights, except for the right to acquire the gratis shares, shall be frozen. Such shares shall not be taken into account in the calculation of the general assembly meeting. Pursuant to Article 201/2 of the TCC, such limitation shall only apply if the acquired share is not the parent company, and it shall not be applied if the parent company acquires the shares of its subsidiary, or if both companies are parent companies of each other. Therefore, it is reasonable to conclude that the voting rights may be used by the subsidiary if the shares of the parent company are acquired. However, as explained below, in case of the Acquisition of the Parent Company by the Subsidiary, all rights regarding the acquired shares by the sub- sidiary shall freeze. Thus, there is an opinion in the doctrine which defends that Articles 201/2 and 389 do not comply with each other 8 . Conclusion The TCC regulates the freezing of voting rights under certain cases of conflicts of interest. Apart from the lack of a voting right, freezing is a permanent state, and the relevant voting rights cannot be used until the reason for the freezing is removed. Additionally, such shares shall not be taken into account in the calculation of the quorums for general assembly meetings. 8 Kendigelen, Abuzer: Yeni Türk Ticaret Kanunu: Değişiklikler, Yenilikler ve İlk Tespitler, On İki Levha Yayıncılık, İstanbul, 2016, p. 183.