Shareholder and Company Litigation
In company disputes, it is not only whether the claim is well founded that must be assessed; the following must be assessed together: who will bring the action, in what capacity, and against which company or person; whether the company organ’s resolution has been implemented; the need for interim protection; and the statutory time limits.
The main company actions and non-contentious judicial matters are as follows:
- Action for annulment of a general assembly resolution
- Declaration of nullity or non-existence of a general assembly resolution
- Declaration of nullity of a board of directors’ resolution
- Determination of shareholder status or of a shareholding
- Requests for registration in the share ledger and correction of the entry
- Applications concerning the right to information and inspection
- Appointment of a special auditor
- Convening the general assembly or having an item added to the agenda
- Actions for receivables arising from dividends and shareholder rights
- Withdrawal or exclusion of a shareholder of a limited liability company
- Disputes arising from share transfers and approval of transfers
- Dissolution of a joint-stock or limited liability company for just cause
- Liability actions against directors, managers, founders and liquidators
- Group liability claims against the controlling company and the management body
- Disputes arising from capital increase or reduction resolutions
- Objections to decisions of the trade registry directorate
- Applications in the event of a missing organ or the company being unable to be managed
- Dissolution, liquidation, supplementary liquidation and revival (ihya) of the company
- Assessing the legal conditions for requests for a trustee or interim management
- Requests for a preliminary injunction and for a stay of execution of a resolution
In every company dispute, jurisdiction, venue, standing, mediation as a condition of suit, the preclusive time limit, the statute of limitations and any arbitration clause are examined separately.
Mediation, Arbitration, Litigation and Interim Legal Protection
Not all company disputes are subject to the same method of resolution. For certain commercial claims whose subject is the payment of a sum of money, mediation may be a condition of suit before an action is filed; by contrast, for company law claims such as annulment of a general assembly resolution, nullity, dissolution or a missing organ, the nature of the dispute must be examined separately.
In dispute resolution, the following are
- Mediation as a condition of suit and voluntary mediation
- Negotiation stages in the shareholders’ or investment agreement
- The scope of the arbitration clause and whether the dispute is arbitrable
- Action before the commercial court of first instance
- Preliminary injunction and stay of execution of a resolution
- Preservation of evidence on company records, commercial ledgers and electronic data
- Expert and valuation examinations
- Appeal on the merits and appeal on points of law
- Registration, announcement and enforcement of the decision and its application to company records
planned together. The existence of a mediation or arbitration agreement does not in every case prevent a request for interim legal protection from the court; the specific request is assessed separately.
When Objecting to a Resolution, Distinguish the Time Limit from the Type of Claim
For annulment of a general assembly resolution under Article 445 of the Turkish Commercial Code (TTK), the time limit is three months from the date of the resolution. The right to sue and the conditions of dissent are examined separately. Nullity and non-existence are different; not every violation falls into these categories. Time limits for specific procedures are checked separately.
Leaving a joint-stock company and a limited liability company
In a limited liability company, there may be routes of withdrawal by agreement or for just cause. In a joint-stock company, the same general right of withdrawal does not exist; share transfers, contractual solutions and, if the conditions are met, alternatives within the scope of dissolution for just cause are assessed.
Mediation as a condition of suit
For commercial receivable, compensation, annulment of objection, negative declaratory and restitution actions whose subject is a sum of money, Article 5/A of the TTK is assessed. A request for annulment of a company resolution or for dissolution cannot be brought within the same scope merely because it is a commercial dispute. Claims asserted together are characterized separately.
Protecting the continuation of the business
A stay of implementation of a resolution, preservation of evidence or other interim measures may be requested from the court. Filing an action does not by itself stop a company resolution. A change of management or the appointment of a trustee is not the automatic outcome of every disagreement.