NEWSLETTER-2020-metin

40 NEWSLETTER 2020 Transfer of Pledged Joint Stock Company Shares* Att. Melisa Sevinç Atılganer Introduction The matters on the transfer of pledged shares are frequently discussed in both financings, and mergers and acquisitions, and may cause certain conflicts between the parties of the pledges. In this study, as transfer without interrupting the possession of the pledgee is often discussed, the transfer of pledged shares, of which representing certifi- cates are issued is examined. Consequences of Share Pledges Share pledges are subject to the provisions of pledges on receiv- ables. Pledges on registered share certificates may be established through written pledge agreements, and delivery of the share cer- tificates to the pledgees, in pursuance of provisions of Article 955 of Turkish Civil Code No. 4721 (“Civil Code”), or through the endorse- ment and transfer of possession in pursuance of provisions of Article 689 of Turkish Commercial Code No. 6102 (“TCC”). Notification of pledges to joint stock companies to which the shares belong, and registration of the same to the share ledgers do not have a constitutional effect 1 . In principle, the share pledges entitle the pledgees solely with respect to foreclosure of the pledged rights or receivables, as the case may be, and management rights of the subjects of the pledges belong to the pledgors. 2 In this respect, pursuant to Article 960 of the Civil * Article of March, 2020 1 Tekinalp, Ünal / Poroy, Reha / Çamoğlu, Ersin : Ortaklıklar Hukuku II, Rewrit- ten 13. ed., Istanbul, 2017, p. 162. 2 Tekinalp/Poroy/Çamoğlu , p.120, as referred to on p. 162; Oğuzman, Kemal / Seliçi, Özer /Oktay Özdemir, Saibe : Eşya Hukuku, 15. ed., Filiz Kitabevi, Istan- bul, 2012, p. 1032.