Fundamental corporate changes of publicly held corporations and their consequences

Abstract

Fundamental corporate changes of publicly held corporations have been codified in capital market law. Article 23, 24 and 25 of Capital Market Law with the code number 6362 and Comminuque on Common Principles of Fundamental Corporate Changes and Appraisal Right (II-23.1) issued by Capital Market Board are applicable related to fundamental corporate changes. The transactions shall be concluded according to the process eleborated in legal rules; and appraisal right and mandatory tender offer should be applied as tools for preserving shareholders. Fundamental corporate changes provide majority with the power of deciding on transactions which could significantly effect publicly held corporation. In addition, the concept accommodates minority shareholders with sufficient protection. Conceptual characteristics of fundamental corporate changes are planned to be examined in the thesis. To this end, in the First Chapter, the concept, historical improvement and effects of the concept and in the Second Chapter, the process of legal regulation in Turkey are examined. The Third Chapter is dedicated to analyze decisional process and sanctions of not pursuing the process; and the Fourt Chapter comprises assessment on appraisal right and mandatory tender offer which are both designed to protect minorty shareholders from negative effects. The thesis is concluded after the Fourt Chapter which is devoted to examine the suggestions for efficiency of application process of fundamental corporate changes.