51 COMMERCIAL LAW Corporate Governance One of the most significant issues for the functioning of a family business is how the company will be managed and how important decisions will be adopted that might concern all of the shareholders, and maybe even all of the family members. Therefore, it is usual to set aggravated quorums in general assembly meetings. For example, in accordance with the Turkish Commercial Code No. 6102(“TCC”)1, the fact that the resolutions which amend the articles of association can be adopted at general assembly meetings, where at least half of the company’s capital is represented or other general assemblies can be convened with the presence of the holders of the shares that meet at least one-fourth of the capital, and even if these quorums are not reached in the first meeting, the fact that no, or a lesser, quorum is required in the second meeting, is insufficient to protect the interests of the shareholders, especially in companies where the capital is distributed among many family members. For this reason, a certain quorum is stipulated in the shareholders’ agreements for ordinary meetings, and a higher certain quorum for meetings where more significant issues will be discussed. Resolutions to be adopted on restructurings, such as mergers, spin-offs and changes of type, public offering, issuance of privileged shares or removal of privileges, and changing the dividend policy, are examples of such significant resolutions. In order to prevent meeting these quorums with the participation of only a certain portion of the family, provisions requiring the participation of certain percentages from each share group are also frequently included in shareholders’ agreements. These provisions that are explained for the meeting quorums may also sometimes be regulated in terms of the decision quorum, together with the meeting quorum, and sometimes only in terms of the decision quorum. The above explanations for general assembly meetings are also applicable for the resolutions to be adopted by the board of directors. Similarly, provisions can be established that require the resolutions on certain issues to be adopted by an aggravated quorum, where it is man1 TCC (OG, No. 27846, 14.02.2011) entered into force on 01.07.2012.
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