NEWSLETTER-2020-metin

44 NEWSLETTER 2020 Certain Shareholder Rights in Companies’ Acquisition of its Own Shares* Att. Melisa Sevinç Atılganer Introduction The acquisition of its own shares by a company is subject to cer- tain restrictions under Turkish Commercial Code No. 6102 (“TCC”). In addition to these limitations, Article 389 of the TCC stipulates that the shares repurchased by companies do not grant any shareholding rights, except for the acquisition of gratis shares. Accordingly, “The shares of the parent company acquired by the subsidiary company and the shares repurchased by the company, are not taken into account in the calculation of the meeting quorum of the general assembly of the parent company. Except for the acquisition of gratis shares , the company’s own repurchased shares do not grant any shareholding rights. The voting rights and respective rights pertaining to the parent company shares acquired by the subsidiary company, are suspended.” The stand of the shareholder rights in the company acquiring its own shares is independent of whether the shares are acquired within or in accordance with legal restrictions 1 . In the preamble of the Article, it is interpreted that shares acquired by the company in accordance with the law or breach of the law, do not grant any shareholding right to the company; the company may only acquire gratis shares arising from those shares; and the respective gratis shares shall also not pro- vide shareholding rights to the company 2 . Under this study, firstly, the scope and purpose of the regulation will be examined and then the certain aspects related to various shareholding rights will be discussed. * Article of June, 2020 1 Çapa, Mehmet Sadık : Anonim ve Limited Şirketlerin Kendi Paylarını İktisap Etmesi, İstanbul: On İki Levha Yayıncılık, November 2013. 2 Preambles of Article 389 of the TCC.