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Buy-Out of the Oppressed Minority’s Shares in Joint Stock Companies: A Comparative Analysis of Turkish, Swiss and English Law
被引:0
|作者:
Cem Veziroğlu
机构:
[1] Koç University Law School,Research/Teaching Assistant
[2] University of Istanbul,PhD candidate
来源:
关键词:
Joint stock company;
Dissolution;
Unfair prejudice;
Just causes;
Buy-out;
Minority shareholders;
D O I:
暂无
中图分类号:
学科分类号:
摘要:
Article 531 of the Turkish Commercial Code grants the right to request corporate dissolution for just causes to shareholders representing at least 10% of the capital in joint stock companies, and 5% in publicly traded companies. In addition to dissolution, the court can order purchase of the claimant’s shares at real value (buy-out remedy) or adopt a different solution. This article conducts an economic analysis of the buy-out remedy against minority oppression and compares Turkish law with Swiss and English legislation. The buy-out remedy is supposed to provide an ex post control on the controller’s conduct, and it is expected to function as a put option conditional upon oppression. However, the current provision does not provide the expected incentives. Addressing this issue, I suggest that: (1) the relief sought by the claimant should be taken into account; (2) the purchaser of the claimant’s shares should be the oppressive controller, rather than the company in question; (3) the standard of ‘just cause’ to be proven should not be equal for each remedy, and thus, the courts should be able to give a buy-out order even if the facts do not justify corporate dissolution; (4) dissolution orders should not be given in cases where there is a going-concern value to protect; and finally, (5) the valuation of the claimant’s shares should, in principle, be made on a going concern and pro rata basis, and any depreciation of the claimant’s shares due to the controller’s abusive conducts should be taken into account.
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页码:527 / 540
页数:13
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