The Issue of Granting Veto Rights to Certain Shares in the Articles of Association under the Provisions of the Turkish Commercial Code
DOI:
https://doi.org/10.65380/bhd.2025.1.3Keywords:
Veto rights, Privileges, quorum, general assembly meetingsAbstract
Efforts to enhance shareholder influence in corporate decision-making have traditionally relied on mechanisms such as voting privileges and heightened quorum requirements in general assembly meetings. Yet, an alternative approach has emerged in the form of veto rights, which empower certain shares or certain classes of shares to block specific resolutions of the general assembly.
Turkish Commercial Code No. 6102 (“TCC”) does not contain a provision allowing the articles of association of a joint-stock company to grant shareholders such veto powers. This raises a preliminary question as to whether the introduction of a veto right is compatible with the principle of mandatory provisions set forth in Article 340 of the TCC. The study first addresses this issue by examining whether a veto clause can be lawfully incorporated into the articles of association under the current legal framework.
If the recognition of veto rights within the articles of association is deemed possible, a second question arises concerning their legal characterization. Scholarly opinions diverge as to whether veto rights should be viewed as a form of privilege or as a qualified quorum mechanism. This study reviews these perspectives and evaluates the conceptual and structural criteria that should guide the incorporation of veto rights into the articles of association.
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- 2026-01-05 (2)
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