NEWSLETTER-2020-metin

20 NEWSLETTER 2020 mentioned, above, is among these essential elements. As - signment of rights that are the same or equivalent with the rights of a shareholder (such as dividends, liquida - tion share, participation in general assembly), to a third person; for example, a bank that extended a significant amount of loan , or granting it veto right over board of directors’ resolutions, are contrary to the organization of substantive rights; and assignment of rights to a non- member equal to that of a board member are contrary to the organizational structure.” In terms of the principle of protection of capital, resolutions that are in breach of the provisions where this principle is established; for example, the provisions regulating the assets that can be invested as capital in kind under Article 342 of the TCC, the payment of the nomi- nal amount of shares subscribed in cash under Article 344 of the TCC, the measures to be taken in case of loss of capital or bankruptcy under Article 376 of the TCC, shall be deemed null and void. Boards of directors’ resolutions that empower themselves for dividend distribu- tion, instead of the general assembly, shall be also deemed null and void due to with the violation of the principle of protection of capital 8 . Resolutions that Violate the Rights of Shareholders, especially which are of Indispensable Nature, or Restrict or Make Difficult the Exercise of the Same Under the preamble of the Article, subjecting actions for annul- ment to the approval of the board of directors, abandoning the purpose of generating and sharing profit, subjecting the issuance of an entrance card to the general assembly, or the right to receive information and examine, to the execution of an undertaking prepared by the board of directors, and prohibition of the attendance at the general assembly through a representative, are listed as examples to the resolutions that violate the rights of shareholders that are of indispensable nature, or restrict, or make difficult, the exercise of the same 9 . 8 Pulaşlı , p. 420. 9 The Preamble of Article 391 of the TCC.