In order to prevent the majority shareholders, who hold the capital and voting superiority, from making unfair and detrimental actions against the minority shareholders and from violating the rights of the minority shareholders in the management of joint stock companies, the legislature has granted some special rights to the minority shareholders and against the decisions taken with the influence of the majority. made it possible to protect their interests. In this way, the balance of interests between the majority shareholders and minority shareholders, who have a say in the management of joint stock companies, was tried to be preserved.
In accordance with Article 411 of the Turkish Commercial Code No. 6102 (“TTK”), shareholders who constitute at least 10% of the capital in non-public companies and at least 5% of the capital in public companies are considered as “minority” or “minority”. In addition to the rights granted to minority shareholders by law, it is also possible to grant protective rights in a contractual sense by making arrangements in the articles of association or in the shareholders’ agreement drawn up between shareholders, requiring that decisions on some issues be taken unanimously, or providing rights regarding representation in management.
Regulations for the protection of minority shareholders should not be considered as freedom of action against the interests of the company and the majority shareholders, and it should not be forgotten that minority rights are subject to the control of abuse of rights.