Minority Rights Under The Turkish Commercial Code

Rights of shareholders in joint stock corporations ("JSC"s) have been relatively improved by the new Turkish Commercial Code (the "TCC").¹ Minority shareholders' rights have also been significantly strengthened, through the granting of new rights and improvement of existing rights.

Under Article 411 of the TCC, shareholders representing 10% of the share capital of a non- public JSC and shareholders representing 5% of the share capital of a publicly held JSC are deemed "minority shareholders". Accordingly, a minority shareholder, who owns shares representing 10% or more of the JSC's share capital, may exercise the rights granted by the TCC on its own; whereas a minority shareholder who represents a lower proportion of shares (e.g. 3%) may only exercise these rights, if it acts together with other shareholders (e.g. shareholders holding 7% of the share capital in non-public JSC) so that all shareholders acting together represent at least 10% of the company's capital.