NEWSLETTER-2020-metin

42 NEWSLETTER 2020 tained. Therefore, the matter on the transfer of share certificates that are held in the possession of the pledgee arises certain concerns. The “absolute” loss of possession means loss of possession on the pledge subject in a manner that may not be retrieved. In this respect, it is evident that the transfer of possession cannot be conducted through delivery. However, the transfer of possession referred to under Article 490/2 of the TCC may be conducted in manners other than delivery. Consequently, the transfer of possession with respect to the transfer of a share subjected to a pledge may be conducted through constitutum possessorium. Uninterrupted maintenance of the pledgee’s possession also has significance on registration of the endorsement to the share pledge. Article 647 of the TCC regarding the transfer of registered se- curities, states that “…Additionally, if promissory notes require an endorsement, and in the case of a registered security, a statement of transfer is required. Such a statement may be written on the security or on a separate paper.” As it is explicitly foreseen under the TCC that the registered share certificates shall be transferred through an en- dorsement, the matter as to whether these may be transferred through a transfer statement is controversial. 4 The Court of Appeal opines that such a transfer may be conducted through a transfer statement. The registry of the share pledge does not have a constitutional effect, and only has an impact on claiming the shareholding rights of the company. As above explained, the registry of the share pledge also does not have a constitutional effect. However, in practice, depending on the request of the pledgee and the provisions of the pledge agree- ment, the pledge is often registered in the share ledger. The registry on the pledge does not interfere with the registry with respect to the share transfer. Conclusion The transfer of pledged shares is frequently discussed in vari- ous transactions and may cause certain conflicts between the parties 4 Pulaşlı, Hasan : Kıymetli Evrak Hukukunun Esasları, expanded and updated 4. ed., Adalet Yayınevi, Ankara, 2015, p. 56.