NEWSLETTER-2020-metin

38 NEWSLETTER 2020 A veto right that is attached to a share group as a privilege, is subject to the protection under Article 454 of the TCC and shall not be derogated without the affirmative vote of the shareholders having the veto right. Aveto right for the general assembly, such as a requirement of the affirmative vote of a certain share group, and a veto right for the board of directors, such as one granted to a board member who represents the interests of one group of shareholders, shall be examined differently. Firstly, a veto right that provides the requirement of the affirmative vote of the said board member is valid as it is related to a share, or with the more accurate expression, it derives from a share 8 . This veto right has the same legal enforceability as a raised quorum. However, in the case of a raised quorum, a decision might be rendered with the suffi- cient percentage of votes. On the other hand, in the case of a veto right requiring a specific affirmative vote, even if the quorums are met, the affirmative from the privileged share is yet to be sought. Hence, a veto right that is stipulated as a privilege provides a higher protection when compared to the raised quorums. Either as a requirement of specific affirmative vote or as a raised quorum, stipulating the veto rights for certain and limited strategic issues is crucial to prevent deadlocks, and to maintain the operability of the company. With that being said, if a certain issue is of crucial strategic value, both a threshold increase and requirement of the af- firmative vote of a specific share might be stipulated to increase the need for the consent of a certain share group. Conclusion To conclude, as explained above, it is possible to stipulate a veto right through different mechanisms. What is crucial is to ensure that a decision regarding a strategic issue may not be rendered without the certain group of shareholders’ will. Both in the general assembly and the board of directors strategic decisions as to the structure of the company and its operation may be rendered. Therefore, in order to ensure the will of a certain share group 8 Altay , p. 498.