Contact: Prof. Dr. H. Ercument Erdem; Erdem & Erdem (Turkey)
Introduction
The Turkish Commercial Code No. 6102 [1] (“TCC”) introduces detailed provisions regarding merger transactions, regulates for the first time spin-off transactions and materially broadens the scope of conversion of type transactions. Both Swiss legislation and the acquis communautaire were taken into consideration in the drafting of these provisions.
The TCC introduces new concepts such as squeeze-out and sell-out rights, a consideration to be paid to the shareholder, and regulates new shareholder rights. The system of protection of creditors is amended and the old mechanism which prevented the realization of restructuring transactions is abandoned. A simplified procedure is envisaged based on the scale of the companies involved in the transaction. Thereby, the TCC addresses restructuring transactions in detail. Statutory provisions aim at facilitating these transactions.
Restructuring transactions may cause conflicts of interest between various stakeholders. For this reason, the TCC regulates new types of lawsuits in its aim to strike a balance between various interests while establishing the framework for restructuring transactions. The first lawsuit is in relation to preserving the continuity of the shares and rights of a shareholder. The second lawsuit is regarding the annulment of restructuring decisions. The third lawsuit is a special liability lawsuit for damages caused (due to negligence or fault) by persons participating in the restructuring transactions.
