The questions below offer a general framework on the liability of partners, general assembly resolutions, minority rights in joint-stock companies and the liability of the board of directors. In a specific case, time limits, documents and the regulations in force are assessed separately.
Showing 1–4 of 4 questions
If the call to the general assembly of a joint-stock company is irregular, does the resolution remain valid?
The irregularity may require an assessment of annulment of the resolution or of other grounds of invalidity.
The manner in which the call was made, the agenda, the meeting quorum, the shareholder’s rights to attend and vote, and the objection period are examined. The annulment regime under Article 445 of the Turkish Commercial Code and the following articles and nullity are of a different legal nature.
Can a member of the board of directors of a joint-stock company be personally liable for the company’s loss?
Liability may arise if there is a breach of a statutory duty, fault, loss and a causal link.
Under Article 553 of the Turkish Commercial Code and the following articles, duties of management, supervision, record-keeping and care are assessed. Not every unsuccessful commercial decision creates personal liability on its own; the documents of the decision-making process are important.
Does a minority shareholder in a joint-stock company have a right to information?
Yes; a shareholder has statutory rights to obtain information and to inspect.
Requesting information at the general assembly, examining financial statements and the conditions for a special audit are subject to different rules. The scope of the company secrecy defense and claims of unjustified refusal may be assessed separately.
Is the shareholder’s pre-emptive right unlimited in a capital increase?
No; the pre-emptive right may be restricted under the conditions provided by law.
The reasons for the resolution, the principle of equal treatment, the company’s interest, the dilution of existing shareholders and the resolution quorums are examined. The restriction within the framework of Article 461 of the Turkish Commercial Code and the available legal remedies should be assessed.