Newsletter-21

233 CAPITAL MARKETS LAW shares with a simple application to the Central Securities Depository of Turkey and, indeed, it appears that this is possible. Disposal and Redemption of Shares Acquired Buy-back shares and gratis shares that are acquired due to buy- back shares may be held in possession, indefinitely, providing that the nominal value of buy-back shares does not exceed ten percent of paid or issued capital of corporations that also include the previous acqui- sitions and total amount of sources which may be subject to profit distribution. Buy-back shares that are in conflict with the provisions of the Communiqué shall be disposed of within a maximum of one year following the date of acquisition. Shares not disposed of within this period of time are redeemed through reduction of capital. The time limit is specified as six months byArt. 385 of the TCC. The Communi- qué, which introduced stricter conditions on buy-back shares became a controversial issue in the doctrine by keeping the period of withdrawal longer than the TCC 2 specifies. The longer period may be defined due to companies trading low volume stocks on the stock exchange. Corporation’s Obligation to Buy-back Shares Due to Shareholder’s Use of the Exit Right Shareholders who have attended the general assembly meeting regarding the material transactions as stated in Art. 23 of the CML, and who had a negative vote, and whom have had their dissention recorded in the minutes, shall have the retirement right by selling their shares to the publicly held corporation. The publicly held corporation is obliged to purchase these shares upon the demand of the shareholder based on the average of the weighted average prices formed on the exchange within thirty days starting from the date when the related material transaction is disclosed to the public. According to Art. 24/2 of the CML, in the event that i) the shareholder has been unfairly prevented from attending the general 2 Please see: Ahmet Türk , Acquisition of Own-Shares in Joint-Stock Companies, Adalet Yayınevi 1. Baskı, Ankara 2016, p. 451-452.