Thoughts on the Squeeze-out Right: Appraisal Payment in a Group of Companies and Exclusion of a Partner in a Joint-Stock Company
For the first time in our law, the group of companies regulated in the Turkish Commercial Code (TCC) numbered 6102 refers to an organization that does not have a legal personality and is financially and administratively united. Conflicts of interest are common, both between persons within a company...
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Istanbul University Press
2022-04-01
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| Series: | İstanbul Hukuk Mecmuası |
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| Online Access: | https://cdn.istanbul.edu.tr/file/JTA6CLJ8T5/B1C29F0365814EB095F8255C89A2C832 |
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| author | Muhammed Sulu |
| author_facet | Muhammed Sulu |
| author_sort | Muhammed Sulu |
| collection | DOAJ |
| description | For the first time in our law, the group of companies regulated in the Turkish Commercial Code (TCC) numbered 6102 refers to an organization that does not have a legal personality and is financially and administratively united. Conflicts of interest are common, both between persons within a company and between companies within a group. In the TCC Art 208, it is regulated that when the minority shareholder in a subsidiary company hinders the operation of the company, acts against good faith, causes noticeable distress, or acts recklessly, its shares can be forcibly purchased and removed from the company. The purpose of the provision is to remove a minority shareholder that hinders the operation of the company against good faith and ensure peace within the company. Inherently, there should be a right to leave as opposed to the right to extract (purchase). Thus, the minority, who is oppressed by the majority, will be able to sell their shares to the company and leave the company. Problems regarding the determination and the appraisal payment regulated in various parts of our Commercial Code are also valid in the TCC Art 208. Appraisal payment is basically a value that is equivalent to the demand right corresponding to a capital share. Various and alternative solutions for determining and paying this value are emphasized in this study. Finally, it is observed that the provision of the TCC Art 208 has not been implemented since the adoption of the law, whereas the practitioners are trying to extend this provision to closed-type joint-stock companies. Various suggestions about the acceptance of the right to purchase for joint stock companies have been presented at the end of this study in line with the needs of trade life. |
| format | Article |
| id | doaj-art-4eeb8a96f4b346599c0321d31e6f66d5 |
| institution | OA Journals |
| issn | 2667-6974 |
| language | English |
| publishDate | 2022-04-01 |
| publisher | Istanbul University Press |
| record_format | Article |
| series | İstanbul Hukuk Mecmuası |
| spelling | doaj-art-4eeb8a96f4b346599c0321d31e6f66d52025-08-20T02:15:33ZengIstanbul University Pressİstanbul Hukuk Mecmuası2667-69742022-04-0180121324810.26650/mecmua.2022.80.1.0007123456Thoughts on the Squeeze-out Right: Appraisal Payment in a Group of Companies and Exclusion of a Partner in a Joint-Stock CompanyMuhammed Sulu0https://orcid.org/0000-0001-9634-2272İstanbul 29 Mayıs Üniversitesi, İstanbul, TürkiyeFor the first time in our law, the group of companies regulated in the Turkish Commercial Code (TCC) numbered 6102 refers to an organization that does not have a legal personality and is financially and administratively united. Conflicts of interest are common, both between persons within a company and between companies within a group. In the TCC Art 208, it is regulated that when the minority shareholder in a subsidiary company hinders the operation of the company, acts against good faith, causes noticeable distress, or acts recklessly, its shares can be forcibly purchased and removed from the company. The purpose of the provision is to remove a minority shareholder that hinders the operation of the company against good faith and ensure peace within the company. Inherently, there should be a right to leave as opposed to the right to extract (purchase). Thus, the minority, who is oppressed by the majority, will be able to sell their shares to the company and leave the company. Problems regarding the determination and the appraisal payment regulated in various parts of our Commercial Code are also valid in the TCC Art 208. Appraisal payment is basically a value that is equivalent to the demand right corresponding to a capital share. Various and alternative solutions for determining and paying this value are emphasized in this study. Finally, it is observed that the provision of the TCC Art 208 has not been implemented since the adoption of the law, whereas the practitioners are trying to extend this provision to closed-type joint-stock companies. Various suggestions about the acceptance of the right to purchase for joint stock companies have been presented at the end of this study in line with the needs of trade life.https://cdn.istanbul.edu.tr/file/JTA6CLJ8T5/B1C29F0365814EB095F8255C89A2C832group of companiessqueeze-out rightappraisal paymentappraisal rightgood faith |
| spellingShingle | Muhammed Sulu Thoughts on the Squeeze-out Right: Appraisal Payment in a Group of Companies and Exclusion of a Partner in a Joint-Stock Company İstanbul Hukuk Mecmuası group of companies squeeze-out right appraisal payment appraisal right good faith |
| title | Thoughts on the Squeeze-out Right: Appraisal Payment in a Group of Companies and Exclusion of a Partner in a Joint-Stock Company |
| title_full | Thoughts on the Squeeze-out Right: Appraisal Payment in a Group of Companies and Exclusion of a Partner in a Joint-Stock Company |
| title_fullStr | Thoughts on the Squeeze-out Right: Appraisal Payment in a Group of Companies and Exclusion of a Partner in a Joint-Stock Company |
| title_full_unstemmed | Thoughts on the Squeeze-out Right: Appraisal Payment in a Group of Companies and Exclusion of a Partner in a Joint-Stock Company |
| title_short | Thoughts on the Squeeze-out Right: Appraisal Payment in a Group of Companies and Exclusion of a Partner in a Joint-Stock Company |
| title_sort | thoughts on the squeeze out right appraisal payment in a group of companies and exclusion of a partner in a joint stock company |
| topic | group of companies squeeze-out right appraisal payment appraisal right good faith |
| url | https://cdn.istanbul.edu.tr/file/JTA6CLJ8T5/B1C29F0365814EB095F8255C89A2C832 |
| work_keys_str_mv | AT muhammedsulu thoughtsonthesqueezeoutrightappraisalpaymentinagroupofcompaniesandexclusionofapartnerinajointstockcompany |