DISCUSSIONS SURROUNDING THE PRINCIPLE OF MINORITY SHAREHOLDER PROTECTION
Öz
This article analyses the arguments of those
who do not necessarily agree with certain rights to be
granted to the minority shareholders in companies to
protect their interests. Following the presentation of
those arguments, the attention will be given on
opposite views in this regard to understand the
necessity of the existence of minority shareholder
protection. Since majority shareholders have higher
percentage of the capital, so that the voting powers,
their approach unfortunately ignores the rights of
minority shareholders in most cases. This abusive
approach of majority shareholders affects the interests
of minority shareholders and companies in a negative
way. In addition, whole national economy is adversely
affected from this situation. To find a solution for this
problem, inclusive protection is provided to minority
shareholders.
With regard to this situation, while inclusive
protection is provided for minority shareholders to
gain an adequate remedy, there should nevertheless be
a legal framework which prevents majority
shareholders’ misuse of their corporate powers. In this
article, the principle of minority shareholder protection
will also be considered in the light of Turkish and
English company law to see how different jurisdictions
found the solutions for similar problems regarding
minority shareholders.
Anahtar Kelimeler
minority shareholder protection, majority shareholders, Turkish Commercial Code, UK Companies Act of 2006
Kaynakça
- Ararat, Melsa&Uğur, Mehmet (2003), `Corporate Governance in Turkey: An Overview and Some Policy Recommendations` Corporate Governance: The International Journal of Business in Society, V:3.
- Briano-Turrent, Guadalupe del Carmen& Rodríguez-Ariza, Lázaro (2016), 'Corporate Governance Ratings on Listed Companies: An Institutional Perspective in Latin America', European Journal of Management and Business Economics, V:25.
- Brown Richard E (2005), 'Enron/Andersen: Crisis in U.S. Accounting and Lessons for Government', Public Budgeting & Finance, V:25.
- Çamoglu, Ersin (2010), Anonim Ortaklık Yönetim Kurulu Üyelerinin Hukuki Sorumluluğu / The Liability of Directors in Joint Stock Companies, 1. Edition, Vedat Press, İstanbul.
- Cheffins, Brian (2000) 'Minority Shareholders and Corporate Governance' Company Lawyer, V:21, p. 41.
- Dahya, Jay& Dimitrov Orlin& McConnell John J. (2008), 'Dominant Shareholders, Corporate Boards, and Corporate Value: A Cross-Country Analysis', Journal of Financial Economics V:87.
- Dignam, Alan (2011), Andrew Hicks and S.H. Goo, Hicks & Goo's Cases and Materials on Company Law, 7. Edition, Oxford, Oxford University Press.
- Engin, Cem&Golluce, Esra (2016), 'Küresel Finans Krizi ve Türkiye Üzerine Yansımaları / The Global Financial Crisis in 2008 and Its Reflections on Turkey' Kahramanmaraş Sütçü İmam Üniversitesi İktisadi ve İdari Bilimler Fakültesi Dergisi, V:1.
- Erdem, Nuri (2019), Anonim Ortaklığın Haklı Sebeple Feshi, 2. Edition, Vedat Press, İstanbul.
- Hallington, Robin (2007), 'Oppression of Minority Shareholders: Reflections on Blisset v Daniel', Denning Law Journal, V:19.