Gemicioglu

Each shareholder in a corporation is entitled to a share in the dividend pro rata with his shareholding in the company’s capital. Unless otherwise is agreed in the articles of association, a dividend shall be calculated pro rata with the payments made by the shareholder to the company for his capital share. In other words, […]

As a resolution adopted in a general meeting is binding for all shareholders regardless of whether or not they have participated in that particular meeting, the legislator has made it mandatory that those shareholders holding a specific capital ratio shall be present and vote in favour of that resolution in a general meeting so that […]

  We would like to underline first of all that the term “veto right” is also used for the right of objection in practice and in the doctrine. Notwithstanding the foregoing, this designation is not true at all because a “veto right” is rather basically a right stemming from the Constitutional Law and is different […]

  Where an investor wishes to enjoy some managerial rights in a company he shall invest in, then it would be appropriate to add provisions allowing it in a shareholders’ agreement and to incorporate them into the articles of association. Article 360 of Turkish Code of Commerce titled “Representation of Certain Classes of Shares in […]

We wish to explain the concept “dilution” in the first place in order to better understand the concept “anti-dilution”, which has been translated into Turkish as “seyrelmeme”. Dilution means a drop in a shareholder’s shareholding ratio in the company due to any reason whatsoever. For instance, if that shareholder does not subscribe to a capital […]

PREAMBLE It should be noted first of all that Tag-along Rights and Drag-along Rights (“Tag-and-Drag-Alone Rights”) balance each other. Accordingly, Tag-Along right works in favour of minority shareholders, and Drag-Along Right works in favour of majority shareholders, a fact we will discuss below. Therefore, both rights are defined next to each other in a shareholders’ […]