36 NEWSLETTER 2021 In order to prevent the bad-faith filing of such lawsuits, Article 451 of the TCC provides a liability regime. As per the Article, plaintiffs shall be jointly and severally liable for the damages incurred by the company, if the nullity lawsuit against the general assembly resolution is filed in bad faith. Conclusion A general assembly resolution shall be deemed null and void especially if it (i) eliminates or restricts shareholder rights such as the right to attend the general assembly, to have certain number of votes, to file a lawsuit, and other indispensable rights arising from the law, (ii) restricts shareholder rights such as information, inspection and audit rights beyond the limits allowed by the law, or (iii) deteriorates the fundamental structure of the joint stock company or violates the principle of protection of capital. Null and void resolutions are not limited to those named under the relevant provision; general assembly resolutions having an impossible subject or violating the mandatory provisions of the law or articles of association, morality, public order, or personal rights shall also be deemed null and void. A lawsuit for the determination of nullity may be filed by anyone with a legitimate interest. A resolution determined to be null and void shall have no effect ex tunc, and cannot be cured afterwards. The TCC provides announcement obligations to allow interested parties to be informed about the lawsuit and the outcome thereof. While a lawsuit is pending, the enforcement of the resolution subject to the lawsuit can be deferred, provided that the views of the members of the board of directors are obtained.
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