Anonim Şirketlerde İmtiyazlı Paylar

Abstract

Share appears as the central concept in a joint stock company. Trading companies are regulated in the Turkish Commercial Code. Joint stock companies are one of them. The concept of share is clearly emphasized with the statement "Joint-stock companies, ...with a certain capital and divided into shares..." in the legal regulation. In this respect, the concept of share becomes very important in understanding the joint stock company. In joint stock companies, each share, as a rule, includes equal rights and obligations. However, it should not be understood from this statement that all shares automatically created with the registration of a joint stock company or capital increase are absolutely equal. What is meant by the “principle of equality of shares” is relative equality. In other words, shares belonging to the same group provide equal rights. Therefore, it is possible that the types of shares created within the joint stock company may contain different rights. Similarly, not all shareholders of joint stock companies have the same rights. Because, as a rule, shareholders have rights in proportion to the extent to which they participate in the capital. Privileges come into play when the rule that shareholders benefit from rights according to their capital participation rate is exceeded. Thanks to privileges, more rights are provided to the shareholder than are determined according to the rate at which the shareholder contributes capital. Therefore, an exception to this principle, also known as the principle of proportionality, is the privileges that constitute the subject of our study. In the first part of this study, the historical development of the concept of privilege, the definition of privilege and the provisions regarding the recognition of privilege will be explained; In the second part, information regarding the protection of privileges, under what circumstances the rights of joint stock company members with broad and special rights can be usurped, and the unique board of shareholders with broad and special rights in the joint stock company will be included.