A critical analysis of the protection of minority shareholders in Turkey

Abstract

In recent years there has been a focus on minority shareholder protection around the world. Turkey, accordingly, adopted new legislation in 2012, namely Turkish Commercial Code No. 6102 (TCC), to address newly-emerging needs but this study reveals that there is still a necessity for further improvement in regards to protecting minority shareholders' rights. This study is an examination of the extent to which Turkish law provides rights to minority shareholders so that they avoid disputes, and the extent to which Turkish law provides adequate remedies for minority shareholders to go to court when they have been mistreated and oppressed. The aim of this study is to compare the situation of the two jurisdictions taking into account the effect of similar remedies for minority shareholders in Turkey and the UK, namely unfair prejudice petition and derivative action in the UK and dissolution of a company for just causes and liability claim in Turkey. The study features some recommendations for concrete amendments to the Turkish Commercial Code (No. 6102) in order to provide better protection for minority shareholders.