Corporate Protection of Shareholders’ Rights in
Mergers, Divisions, and Conversions in Turkish Commercial Law
In commercial life, companies often need to restructure,
which can pose risks for shareholders and creditors. The
Turkish Commercial Code (TCC) No. 6102 offers safeguards
to protect shareholders’ financial interests, ensure
access to information, and enhance transparency during
mergers, divisions, and conversions. This article evaluates
the regulations protecting shareholders’ rights in these
processes within the legislative framework.
Shareholders’ Rights in Structural Changes
The TCC emphasizes the continuity of shareholders’ rights
and shares during mergers, divisions, and conversions. To
protect shareholders, several mechanisms are in place:
1. Right to Information and Review: Before the general
assembly meeting discussing the structural change,
shareholders can review the structural change
agreement, report, and financial statements, activity
reports and if necessary, interim balance sheets of the
last three years. This enables informed decisions about
attendance and voting.
2. Right to Claim Shares and Rights: Article 140/1 of
the TCC ensures that shareholders of the transferring
company can claim shares and rights in the acquiring
company. After determining the actual value of the
shares, the proportion in the capital of the resulting
company is calculated, and shareholders receive
corresponding shares in the new company.
3. Capital Increase/Reduction: Mergers and divisions
may require capital adjustments. These decisions must
be taken by a separate general assembly resolution and
become valid upon registration and announcement.
Financial rights of shareholders are also protected
through mechanisms like equalization payments and exit
compensation. The TCC allows an equalization payment
not exceeding one-tenth of the real value of shares to
shareholders of the transferring company during mergers.
This compensates for small differences in shares and
prevents losses.
The TCC also provides for exit compensation. Companies
involved in a merger can offer shareholders who do not wish
to participate compensation equivalent to the real value
of their shares. This ensures shareholders can secure their
financial interests and receive equivalent value if they choose
to exit, protecting minority shareholders during restructuring.
Equalization, Annulment, and Liability Lawsuits
To protect shareholders post-mergers, divisions, and
transformations, the TCC provides three types of lawsuits:
32 Att. Evrim Uygur Yamaner
evrim@gledpartners.com Att. İrem Özbay
irem@gledpartners.com
equalization lawsuits, special annulment lawsuits, and
special liability lawsuits.
Shareholders who believe their rights are inadequately
protected or that exit compensation is inappropriately
determined can file an equalization lawsuit within two
months from the registration and announcement of the
structural change.
Article 192 of the TCC allows lawsuits to annul the board
of directors’ resolution approving the merger, division,
or transformation agreement. This lawsuit targets the
structural change decision itself, not the documents
forming its basis.
All persons involved in structural change transactions are
liable for damages caused to companies, shareholders, and
creditors due to their faults. Liability lawsuits can be filed
against those responsible for these damages.
Conclusion
The TCC contains significant provisions to protect
shareholders’ rights during structural changes like mergers,
divisions, and conversions. The main objectives are to
safeguard shareholders’ financial interests, ensure their
right to information, and conduct processes transparently.
Legal mechanisms such as equalization payments, exit
compensation, and lawsuit rights enable shareholders to
participate in these processes without suffering losses. Thus,
while facilitating corporate restructuring within the dynamics
of commercial life, shareholders’ rights are secured.
LIR TÜRKIYE EDITION 7 N°1
The Amendment to the Communiqué under Law No. 4054 was Published on October 1, 2024.
The Communiqué Amending the Communiqué on Payments to be Made by Joint-Stock and Limited
Liability Companies Pursuant to Law No. 4054 was published in the OfÏcial Gazette dated October 1,
2024, and has entered into force.
BRSA Announced New Regulations on the Restructuring of Credit Cards and Consumer Loans on
September 26, 2024. The Banking Regulation and Supervision Agency announced new regulations
on September 26, 2024, regarding the restructuring of credit cards and consumer loans, as well as
changes to the minimum credit card payment amount.
• Our Partner Evrim Uygur Yamaner’s Article was
Published in the Academic Book Titled Non
Compete Clause
Our firm’s Managing Partner, Attorney Evrim Uygur
Yamaner, contributed to the academic book titled
Non-Compete Clause, with her article titled Limiting
Non-Compete Clauses in Terms of Duration and
Geographic Scope.
• GLED Partners Proudly Announces that
Asst.Prof.Dr. Tamer Yalçın has Joined the Firm
as Of-counsel
Asst. Prof. Dr. Tamer Yalçın, who has vast
experience as oceangoing chief engineer
specialized in Maritime Transportation and
Marine Engineering has joined GLED Partners
as of-counsel.