11 COMMERCIAL LAW tors i) cannot convene consistently, ii) it is not possible to constitute a quorum, or, iii) a quorum cannot be constituted.7 However, in order for the shareholder to exercise this right, an additional court decision is required. In this context, it is understood that the legislature deems it appropriate for shareholders to make this invitation by means of a court decision in order to prevent abuses. Pursuant toArticle 410/2 of the TCC, the court decision regarding the summons of a shareholder to the general assembly meeting is final. There is no possibility of an appeal. As mentioned below, opposing to the explicit regulation of the legislature in terms of Article 412 of the TCC; there is no regulation as to whether the court shall decide over file or with a hearing in terms of the right regulated under Article 410/2 of the TCC. Summons of the General Assembly to Meeting Upon the Application of the Minority Shareholder to the Court Pursuant to Article 412 of the TCC Shareholders constituting at least one tenth of the share capital in non-public companies -- in other words minority shareholders -- may request the board of directors to convene the general assembly by stating their necessary reasons and the proposed agenda in writing (Article 411 of TCC). Moreover, as explained below, Article 4128 of the TCC stipulates the right of the minority to apply to the court in cases where an affirmative response is not given within seven work days. The General Assembly Regulation also incorporates explanations on the subject. Accordingly, 7 Üçışık, Güzin / Çelik, Aydın: Anonim Ortaklıklar Hukuku, V. 1, 2013, Ankara, p. 245. The author states that in practice, failure to convene the board of directors due to disagreements and conflicts between groups, to achieve a meeting quorum due to lack of members or abuse of minority rights, and the absence of the board of directors due to reasons such as wholesale resignation or accident, is frequently encountered. 8 Although this is not the subject of this article, pursuant to these provisions, if the general assembly is to convene, these shareholders may request the issues they want settled to be put on the agenda.
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