14 NEWSLETTER 2021 the right to invitation passes to the minority shareholder who made the request. In other words, in this case, the invitation shall be made directly by the claimants (minority). In this case, there is no need to get permission from the court (Article 411/4 of TCC).12 Since the law does not contain provisions on the minority’s authority to directly convene the general assembly, shall be conducted, there are various opinions on how to overcome the problems that may arise.13 Rejection of a Request by the Board of Directors or Failure to Give an Affirmative Response Within the Seven-Day Period If, on the other hand, the shareholders’ invitation request is rejected by the board of directors, or if the request is not answered affirmatively within seven work days, the commercial court of first instance may decide to convene the general assembly upon the application by the same shareholders. In the article, “application by the same shareholders” is obligatory, and therefore it should be emphasized that the persons applying to the board of directors and those applying to the court must be the same.14 The lawsuit regarding the convocation of the general assembly meeting is directed to the company. In other words, the plaintiffs of the lawsuit are the minority shareholders and the defendant are the legal entity of the company. The court authorized to hear the case is the commercial court of first instance where the company’s registered office is located. Moreover, the requested agenda must be stated in the lawsuit petition.15 As a rule, the court examines the request is examined over file. However, as stated in the preamble of the article, the court may hold a hearing in case of necessity. If the court decides to hold a hearing, it should explain why it is necessary to hold a hearing.16 12 Karahan, p. 505. 13 Poroy / Tekinalp / Çamoğlu, p. 485. The author states that, if needed, the minority may request help from court in parallel with Article 412 of the TCC and ask the judge to appoint a trustee. 14 Altaş, p. 134. 15 Karahan, p. 505. 16 Poroy / Tekinalp / Çamoğlu, p. 486.
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