ERDEM-NEWSLETTER-2018-metin

203 CAPITAL MARKETS LAW Concept of Control Evaluation regarding management control is found inArticle 26/2 of the CML. Accordingly, the following circumstances are deemed as gaining control of management: • Holding directly or indirectly more than 50 % of the voting rights of the corporation alone or together with persons ac- ting in concert; • Electing the majority of the members of the board of direc- tors; and • Holding privileged shares that grant the right to nominate in the general assembly for the same number of members. However, situations where management control is not gained as a result of the existence of privileged shares are not deemed as gaining control of the company. It is accepted that (i) corporations, the control of which is held by natural persons and/or legal entity shareholders, and (ii) natural persons and/or legal entities holding control of legal entity sharehold- ers, and corporations, the control of which is held by these persons, are “acting in concert”. Situations where Mandatory Share Purchase Offer does not arise Obligation of mandatory share purchase offer does not arise in the following situations: • Acquisition of control as a result of a voluntary takeover bid submitted to all shareholders for all of the shares in their possession; • In the case of acquisition of control through written agre- ements without acquisition of shares, providing that these agreements are approved by the general assembly of share- holders, and the shareholders who have attended the general assembly meeting and used negative votes and incorporated