NEWSLETTER-2020-metin

35 COMMERCIAL LAW Veto Rights in Joint Stock Companies* Att. Tuna Çolgar Introduction There are numerous mechanisms to provide joint control in joint stock companies, for the cases in which the shareholders hold uneven amounts of shares. One of those is to provide equal amounts of votes to the minority shareholder through privilege in voting rights. An- other mechanism through which to provide joint control is to raise the thresholds in the relevant board (either general assembly or the board of directors). Raising the quorums, either to hold a meeting or to render a decision, may grant factual power for the shareholders other than the dominant shareholder. A third mechanism, which is the subject of this article, is to provide joint control for certain issues is granting veto rights for the specific shares or shareholders. This veto right might be stipulated as raising the quorums to hold a meeting or to render a decision, or as the requirement of the affirmative vote of certain share groups, in certain strategic decisions. Also, veto rights that are attached to the shareholder rather than a share group, thus not having corporative nature, might be stipulated. Legal Nature of the Veto Right A right to veto entitles one whose will would be effective in the decision, to prevent a board from rendering the referred decision 1 . As could be understood from the definition, a person who has veto right may prevent the decision by declaring their opposing will, even if the requirements as to the decision were met 2 . * Article of August, 2020 1 Altay, Sıtkı Anlam : Anonim Ortaklıklar Hukuku’nda Sermayeye Katılmalı Or- tak Girişimler, Vedat Kitapçılık, 2009, p. 491. 2 Altay , p. 492.