NEWSLETTER-2019-metin

69 COMMERCIAL LAW Dividend Distribution Another transaction discussed in the doctrine within the scope of the prohibition of financial assistance is dividend distribution follow- ing the acquisition. In such case, the financial obligations arising from the financing of the acquisition of the shares are performed through the dividends that are distributed by the target company. Unlike a merger, dividend distributions are, principally, less likely to be deemed to be within the scope of the prohibition as these are regular corporate transactions. However, the fact that the said transaction facilitates the acquisition of the shares of the target company by the purchaser neces- sitates the review of this transaction under the prohibition of financial assistance 9 . Having said this, it is commonly accepted that the divi- dend distribution, by the target company following acquisition of its shares, should not be deemed to be within the scope of the prohibition of financial assistance 10 . Conclusion The scope of the prohibition on a company’s financial assistance as to the acquisition of its own shares is often discussed by both Turk- ish and foreign scholars. No consensus has been reached on the scope of the prohibition, nor the methods that are subject thereto. Many scholars evaluate that there is a risk to mergers through the acquisition of shares to be deemed subject to such prohibition in the presence of certain conditions, since the financing for the acquisition of the shares ultimately procured from the assets of the target company 11 . Under the doctrine, and depending on the direction of the merger, certain scholars consider whether the prohibition is to be applied or not. On the other hand, there are also experts who argue that this dis- tinction is not clear due to the fact that the provisions of the merger may not differ in terms of the protection of creditors and shareholders 9 Paslı / Veziroğlu , p. 260. 10 Paslı / Veziroğlu , p. 273. 11 Gürel, Murat : Anonim Şirketin Kendi Paylarının İktisabı Amacıyla Finansal Destek Verme Yasağı (6102 sayılı Türk Ticaret Kanunu Madde 380.1), Ankara, 2014, p. 162.