Acquisition of the Control through the Establishment of Share Privileges in Public Joint Stock Companies

Asst. Prof. Dr. Emek Toraman Çolgar*

This paper (published in the December 2021 [XXXVII-4] issue of the Banking and Commercial Law Journal / Banka ve Ticaret Hukuku Dergisi) studies whether and to what extent the control of a public company can be ensured by means of share privileges. The question is raised by Article 360 of the Turkish Commercial Code, which does not allow the majority of directors of a public corporation to be appointed through board representation privileges. Also examined is the question of whether this restriction applies to voting privilege, an alternative tool that can potentially be employed for controlling the board. Another issue the paper deals with is the efficiency of voting privileges in public corporations and whether board representation or voting privileges can be used for appointing independent directors. Finally, the paper discusses whether a veto right conferred by the articles of association of a company is valid from a corporate law perspective and if such rights can serve as a means of corporate control.

Keywords: Public Companies, Privileged Shares, Control of the Company, One Share One Vote, Veto Right.

For the full text of this post in Turkish, please click here.

(*) Koç University Law School, Department of Commercial Law