NEWSLETTER-2017

66 NEWSLETTER 2017 the right of the shareholder to information and inspection may not be derogated by the articles of association. This right is an indispensable right for the shareholder, but this does not put the shareholder under the obligation to exercise this right, or to audit the company. The right to information leads to the indirect audit of managers. Scope and Limits of the Right to Information and Inspection In Terms of Person The right to information and inspection arises from the partner- ship, and is exercised by shareholders, without taking the number of shares and restrictions on voting rights into account 6 . The right may also be exercised by legal representatives, such as parents, guardians, trustees, and bankruptcy officials acting on behalf of shareholders who lack the capacity to act. However, pledgees or beneficial owners of shares do not have the right to information and inspection because they do not hold the shareholder title 7 . On the other hand, the right may be exercised by another shareholder or an expert who are bound by the confidentiality obligation (such as lawyers, tax or financial advisors) on behalf of the shareholder without violating the loyalty obligation to the company 8 . In Terms of Content Any information and documents that are of interest to the com- pany and not belonging to a third party fall within the scope of this right due to the wording of “all business and accounts of the company” of the Article. However, the right does not cover the records held at spection if there is a concern that the shareholder may make use thereof for non- company purposes and thereby put the company or an associated company at a not insignificant disadvantage. Refusal shall require a resolution of the sharehold- ers. (3) These provisions may not be derogated by the articles of association.” You may find the full text of the law on the cited link: http://www.gesetze- im-internet. de/englisch_gmbhg/englisch_gmbhg.html#p0274 (access date: 29.11.2017). 6 Baştuğ / Göksoy, p. 49. 7 Çamoğlu, p. 151. 8 Baştuğ / Göksoy, p. 50-51.