NEWSLETTER-2017

65 COMMERCIAL LAW (2) If there is a risk that a shareholder who obtained infor- mation may use it in such a way that will damage the company, the managers may prevent access to information and inspection to the extent necessary; a shareholder who wishes to dispute this mo- tion may apply to the general assembly, which may decide whether this individual shall have access to the information. (3) If the general assembly prevents access to information and inspection without just cause, the shareholder may seek a court order on this issue, and the court’s decision shall be final. The first paragraph of the Article regulates both the right to infor- mation and the right to inspection. The shareholder’s right to informa- tion of the company’s manager is a passive right, as it causes passive access to information, as the manager provides the information upon the shareholder’s request 2 . However, the shareholder actively exer- cises the right to inspection, for requesting information about the com- pany’s business. Another difference between these two rights is that the right to inspect must be exercised at the company’s headquarters, or at workplaces in the presence of company officials; therefore, the company books and documents cannot be taken outside of the com- pany 3 . Doctrinal opinions state that the shareholder may exercise both the right of information and examination on the same subject, for the purpose of confirmation 4 . Although the Article does not include any specific provisions, the German Limited Liability Companies Act (“GmbHG”) Paragraph 51a 5 , which is the Article’s legal basis, contains explicit provision that 2 Please see the German Federal Court Decision requesting stricter conditions for the right to information since it requires an active act of the company contrary to the passive nature of the right to inspect: BGH, 12.06.1954 - II ZR 154/53 https:// www.jurion.de/urteile/bgh/1954-06-12/ii-zr-154_53/ (access date: 29.11.2017). 3 Çamoğlu, Ersin, Limited Ortağın Bilgi Alma ve İnceleme Hakkının Kullanılması ve Sınırları, Prof. Dr. Hamdi Yasaman’a Armağan, Oniki Levha Yayıncılık, İstanbul 2017, p. 149. 4 Baştuğ, İrfan / Göksoy, Can, Limited Şirkette Ortakların Denetleme Hakları, Prof. Dr. Oğuz İmregün’e Armağan, İstanbul 1998, p. 56. 5 “Section 51a Right to information and right of inspection - (1) Upon their request the managers must without undue delay provide each shareholder with informa- tion on the company’s affairs and allow them to inspect the books and company documents. (2) The managers may refuse to provide information or permit in-