ABSTRACT
The main functions of the Savings Deposit Insurance Fund are: (i) deposit insurance, (ii) management, financial structure enhancement, rehabilitation, transfer, merger, sale of the bank that has been transferred to the Fund, and (i) debt follow-up, where the Fund is creditor. The purposes that are at the bottom of such broad powers which are conferred upon the Fund by law are to ensure that the banking system has a strong financial structure and to protect the overall sector besides depositors. The broadness of these powers and especially the scope of the Fund’s authority to take over the management and control of shareholder rights, except dividends, have raised an issue to the extent that they have an impact upon the minority shareholder rights besides controlling shareholders. That is because the use of these powers may restrict shareholder rights or even abolish them completely. In a free market economy, empowering the Fund with such extraordinary powers originates from the fact that the resources of banks and other companies have been misused to put shareholders and macroeconomic order at risk. Although they do not play a part in such misuse, the fact that minority shareholders’ rights also become unemployable as a result of being transferred to the Fund is an inevitable result of certain legal and practical necessities.
1. INTRODUCTION
Founded in 1983, the aim of the Savings Deposit Insurance Fund (“Fund”) was to provide insurance against individuals’ risk, by compensating the depositors the amount up to the insurance limit in case a bank faces financial disruption and becomes insolvent against its depositors. Approaching 2000s, the necessity to take new measures in order to ensure that the banking system has a firm economic position and to protect the overall sector besides depositors, has arisen, especially concerning serious crises in the banking industry. Through the regulations implemented in this context, the Fund has gained an institutional identity equipped with extraordinary powers1. The Fund, as a public institution containing a certain administrative and financial autonomy, is endowed with duty to ensure the solvability and reliability of banks.
However, the broadness of extraordinary powers conferred to the Fund by former Banks Act numbered 4389 and current Banking Act numbered 5411, has been disputable. Because the Fund is competent to revoke the operating permission of a bank and to withdraw shareholder rights, except dividends, as well as management and supervision in the event that the bank is financially dislocated; the proposed measures have not been taken or given no result, or there is no hope for improvement; where the liabilities have exceeded assets; continuation of the banks activities presents danger for deposit and participation fund holders and the safety and stability of financial system. (Banking Act. 71)
And likewise, where the majority shareholders and executives have exploited the resources of the bank for their own benefit, the Fund has a right to take the aforesaid measures, if the safe operation of the bank gets in danger.
The use of these two powers qualified as extraordinary, has also an effect on both financial and executive rights of minority shareholders, which had participated only to a very limited extent in the management of the bank2 transferred to the Fund. The Notion of minority, is determined as “shareholders having at least 10 % of the capital in unquoted companies and 5 % in publicly quoted companies”, according to Article 411 et al. of Turkish Commercial Code, which we will elaborated later on.
Although the aforementioned take-over power of the Fund, prima facie, might seem as prejudicing the minority shareholder rights, the main purpose is to protect the minority and shareholders’ benefits. Because “the fact that at every turn the Fund is provided with more powers by serial legislative amendments is the result of that proceedings against majority shareholders and managers meet difficulties and debt collection has long delays3"
The Fund’s power to seize companies, which are considered risky regarding their financial structure, the scope of this power and effects of its use on company organs and shareholders are worth analyzing.
2. SEIZURE OF BANKS AND COMPANIES AND ITS SCOPE
2.1. General Overview
In the constitution in several articles such as “…to ensure the welfare, peace and happiness of the individual and society...” (Art.5), “…take measures to ensure that private enterprises operate in accordance with national economic requirements and social objectives and in security and stability…” (Art.48) and “…take measures to ensure and promote the sound and orderly functioning of the markets for money, credit, capital, goods and services…” (Art.167) the State is tasked with ensuring the regular functioning of economic life and intervening in it when needed.
The Fund being an important instrument for taking measures aimed to protect the economic order has principally three aspects of power and responsibility as (i) deposit insurance, (ii) management, financial structure strengthening, rehabilitation, transfer, merger, sale of the bank that has been transferred to the Fund, and (iii) follow-up of receivables where the Fund is creditor4.
2.2. Power of Seizure and Its Scope
The Fund has the power to revoke the operating permission of banks and companies and to seize their partnership rights, excluding dividends. Management and supervision as mentioned above. In the cases given in the Article 71 of Banking Act numbered 5411 and reflecting the situation of banks, whose financial conditions appear desperate in relation to improvement, and that cast serious risks for the sector and economic order, the Fund is empowered to revoke the operating permission of a bank or to take over its partnership rights, except dividends, as well as management and supervision. The Fund is also capable to seize other companies belonging to the bank’s majority shareholders as well as the bank’s affiliates by virtue of the Article 134 of the same Act.
In terms of persons submitted to the Fund, not only controlling ones but all shareholders are included in the scope of the Fund’s power of seizure. The necessity of this practice for the minority and other non-majority shareholders is controversial5. And as regard to the rights, the Fund’s power of seizure applies to (i) financial and managerial partnership rights and (ii) management and supervision. Essentially, management and supervision rights are just one of the appearances of shareholder rights, but yet why they are expressly mentioned as a part of transfer in the provision of law is to eliminate the obligation that managing and supervising bodies are subject to election. By means of this, the Fund will directly exercise the right of management and supervision at its discretion through the agents that it will appoint. As the partnership rights owned by the Fund, excluding dividends, all the shareholder rights related to management as well as attending the general meeting and voting shall be exercised by the Fund on its own. The term “excluding dividends” in the provision of law, is employed to interpret differently regarding majority and minority shareholders whereby, the transferring the majority shareholders’ financial rights, excluding dividends, to the Fund while the minority shareholders keep using such rights on their own will be convenient with the purpose to achieve7. By this way, the financial rights excluding dividends (liquidation profits, right of first refusal in the event of a capital increase, interest during preparation period, bonus share distribution, make use of the facilities etc.) will only be denied to the majority shareholders who might exploit those rights. With respect to the management and supervision rights, the administration will be able to be appointed by the Fund without election in the general meeting, and the powers and competences of those appointed shall not be limited nor oriented by a general meeting decision. This helps management and supervision operations to be executed expeditiously and efficiently. However, it must also be stated that the transfer to the Fund and appointment of managers by the Fund, do not establish a direct legal relationship between the Fund and the shareholders. While determining the extraordinary powers conferred to the Fund, the origin has been the fact that the financial position of the bank is seriously disrupted and the resources of banks and companies have been misused to put shareholders and macroeconomic order at risk.9 From this point of view, it seems possible to reconcile the minority as well as the other non-majority shareholders’ rights with the powers in question. The Fund has the power to revoke the operating permission of banks and companies and to seize their partnership rights, excluding dividends. Management and supervision as mentioned above. In the cases given in the Article 71 of Banking Act numbered 5411 and reflecting the situation of banks, whose financial conditions appear desperate in relation to improvement, and that cast serious risks for the sector and economic order, the Fund is empowered to revoke the operating permission of a bank or to take over its partnership rights, except dividends, as well as management and supervision. The Fund is also capable to seize other companies belonging to the bank’s majority shareholders as well as the bank’s affiliates by virtue of the Article 134 of the same Act. In terms of persons submitted to the Fund, not only controlling ones but all shareholders are included in the scope of the Fund’s power of seizure. The necessity of this practice for the minority and other non-majority shareholders is controversial.5 And as regard to the rights, the Fund’s power of seizure applies to (i) financial and managerial partnership rights and (ii) management and supervision. Essentially, management and supervision rights are just one of the appearances of shareholder rights, but yet why they are expressly mentioned as a part of transfer in the provision of law is to eliminate the obligation that managing and supervising bodies are subject to election. By means of this, the Fund will directly exercise the right of management and supervision at its discretion through the agents that it will appoint6. As the partnership rights owned by the Fund, excluding dividends, all the shareholder rights related to management as well as attending the general meeting and voting shall be exercised by the Fund on its own. The term “excluding dividends” in the provision of law, is employed to interpret differently regarding majority and minority shareholders whereby, the transferring the majority shareholders’ financial rights, excluding dividends, to the Fund while the minority shareholders keep using such rights on their own will be convenient with the purpose to achieve7. By this way, the financial rights excluding dividends (liquidation profits, right of first refusal in the event of a capital increase, interest during preparation period, bonus share distribution, make use of the facilities etc.) will only be denied to the majority shareholders who might exploit those rights. With respect to the management and supervision rights, the administration will be able to be appointed by the Fund without election in the general meeting, and the powers and competences of those appointed shall not be limited nor oriented by a general meeting decision. This helps management and supervision operations to be executed expeditiously and efficiently. However, it must also be stated that the transfer to the Fund and appointment of managers by the Fund, do not establish a direct legal relationship between the Fund and the shareholders8. While determining the extraordinary powers conferred to the Fund, the origin has been the fact that the financial position of the bank is seriously disrupted and the resources of banks and companies have been misused to put shareholders and macroeconomic order at risk9. From this point of view, it seems possible to reconcile the minority as well as the other non-majority shareholders’ rights with the powers in question.
2.3. Legal Status of Company Bodies Seized by the Fund
The question of the existence of the bodies in the companies seized by the Fund is directly related to the matter of conducting general meetings. As the partnership rights, excluding dividends, of a seized company transfers to the Fund, the competences of general meeting and board of directors are also transferred to the Fund. Hence, the Fund is able to use the rights belonging to the general meeting and board of directors and able to take decisions on behalf of their agents. It is assumed that agents appointed by the Fund are objective and will therefore take due care regarding minority shareholders’ rights. Moreover, the Fund will be able to protect the interest of minority’s rights more efficiently and productively, by assisting them to take decisions and to perform, free from influence of majority shareholders. In legal doctrine, it’s controversial whether the bodies continue their existence, though Tekinalp, Reisoğlu and Kuntalp share the opinion that a seizure by the Fund does not abolish the bodies, but just make changes to their formation, the capacity to form the bodies passes exclusively to the Fund10. Additionally, there are concrete provisions of law stipulating that powers of general meeting of a bank transferred to the Fund shall be exercised by the Fund. According to the Article 106/7 of Banking Act stipulates that “In cases where bankruptcy judgment has not been issued for the bank (by a court), the voluntary liquidation of the bank shall be executed through the appointment of the members of the liquidation Board by the Fund, without requiring the resolution of the general assembly of the bank and without being subject to the provisions of the Turkish Commercial Code regarding the dissolution and liquidation of joint stock companies.” the voluntary liquidation which normally exercised by the general meeting is conferred to the Fund. Likewise, pursuant to the Article109/1 saying “The Fund shall be authorized to change and register the provisions of the articles of association of a bank whose operating permission has been revoked or that has been transferred to the Fund, without being subject to the provisions of the Turkish Commercial Code and without the convention of its general assembly.” The article of association of the bank may be change unilaterally by the Fund. The will of the legislator can be interpreted as if the general meeting still continues to exist as a body11. Departing from the aforementioned, it can be deduced that the board of directors and general assembly continue in their existences as a body, albeit in appearance. The general meeting is constituted by the attendance of the Fund’s representative, and the board of directors is composed of the agents appointed by the Fund. After all, the position of the minority that will not be able to take part in general meeting, which had been the only mean thereof and probably is not even aware of the disruption causing the transfer of the company will be examined herein below.
3. MINORITY SHAREHOLDER RIGHTS IN THE COMPANIES TRANSFERRED TO THE FUND
3.1. General Overview
The minority shareholders are those holding at least ten percent of the capital, according to Turkish Commercial Code. Pursuant to the Capital Market Law, the minority rights under Turkish Commercial Code shall be granted to shareholders who hold five percent of the capital in, publicly quoted companies. Under the aforementioned Law, the minority holds certain rights, which are different than those awarded to shareholders holding less than ten percent of the capital. It’s agreed that the threshold limit for being minority can be reduced under ten percent within the article of association12. Taking into account the fact that minority rights’ aim is to maintain an equal standing in case of conflict of interest with majority shareholders, minority rights are therefore employed by unilateral declaration without, principally, being subjected to a body for approval13.The minority rights are divided into two parts, according to doctrinal literature: one constitutes “the negative rights”, where the minority shareholders prevent a resolution in the general meeting by negative vote. Secondly, “the positive rights” where the minority can use a right by a declaration of intent via demand or suit, even if it goes against majority’s right. The cases that requires high quorum are an example of negative minority rights. With respect to decisions specified in the Article 421 of TCC requiring unanimity, the minority can block a resolution by withholding affirmative voting. Likewise, according to Article559, discharging managers that are responsible for corporation or capital increase depends on the minority’s approval in general meeting. Regarding positive minority rights, it is necessary that minority shareholders make a concrete request. For example, minority shareholders have the right to be represented in the board of directors, therefore the minority shareholders to be represented should be determined perceptibly (TCC 360). The minority can call for an extraordinary general meeting and add items to the agenda (TCC 411). As well, the minority has the right to postpone talks on the financial statements in the general meeting (TCC 420), to put forward a motion for a special audit to be carried out, when necessary (TCC 438). In case of any justifiable reason, the minority can appeal to the authorized commercial court for the dissolution of the company (TCC 531). In consideration of the foregoing, it’s clear that the use of minority rights takes place within the context of general meeting, and conducting general meetings has an important role to put the minority’s rights into practice. Where financially disrupted companies have been transferred to the Fund, as the function of general meeting shall be exercised by the Fund, the status of minority rights also will be questioned.
3.2. Status of Minority Rights in the Companies Transferred to the Fund
In case a company or a bank is transferred to the Fund, the right to call for a general meeting belongs only to the Fund only. As a matter of fact, the Fund is not obliged to call all the shareholders to the meeting; instead it can take and execute resolutions on behalf of the general assembly. As the power to represent all shares has been transferred to the Fund, the attendance of the Fund’s agent is sufficient to ensure the achievement of quorums. Because of the transfer of the shareholders’ rights to the fund, it makes the endorsement of minority rights also redundant, as well as the minority’s ability to call for a general meeting. In the event of a seizure, the concept of minority and the rights given becomes dysfunctional14. Hence, the question may arise as to why it is not sufficient to transfer only the rights of the majority, which is sufficient to disrupt company’s function but not all the shareholders rights to the Fund. The reason for this could be that majority shareholders might be discharged by having close relationships with non-majority shareholders. To avoid this awkward situation, it is preferred that not only controlling shareholders’ but all shareholders’ rights be transferred to the Fund, with the objective to bypass the general assembly’s meeting and decisionmaking procedures. The transfer does not have any effect on the existence of the shares and shareholders, however the shareholders cannot utilize their shareholder’ rights, except dividends. To illustrate such a hinder in legal practice, shareholders manage to file action for annulment or nullity suits. When the Fund carries out a general meeting and takes a decision without calling the shareholders, this is known as ‘general meeting without call’ which is regulated in Article 416 of TCC15. Although it constitutes an irregularity not to make a call for the general meeting, in principle, based on this legal provision, provided that all shareholders or their representatives are present and none of them objects, it becomes possible to hold a general meeting by skipping the call procedure. Since the partnership rights, except dividends, are transferred to the Fund, the attendance of representative of the Fund who also represents all of the shares would satisfy the conditions of a general meeting without call, however this concept explains only the transactions the Fund might make within the frame of the transferred partnership rights and does not have an answer to legality question on the Fund’s power to seize. The transfer action that restricts even abolish the use of partnership rights of all shareholders as well as the minority, delivers certain significant results regarding property and other rights arising from partnership status. In fact, the ownership of the shares remains in the hands of shareholders and during the transition period, which begins with the transfer action the Fund is like a trustee having a special legal status and authorized to dispose of assets of the bank16. However, pursuant to the Art.14 of Banks Act retained in force by the temporary Article11 of the Law numbered 5411, the shares pass into the Fund’s ownership to the extent of the indemnity and capital paid by the Fund and therefore the bank changes hands17.
3.3. Judicial Review of the Fund’s Powers
The revocation of the operating permission or seizure on the partnership rights as well as management and supervision, does not affect the company’s nature of private law Corporation in other words the takeover by the Fund relying on its extraordinary powers,; but as the Fund is a legal entity governed by public law and uses its powers as part of the law enforcement authorities, the acts of the Fund are subject to judicial review under administrative law. As underlined in the constitution, recourse to judicial review shall be available against all actions and acts of administration (125/1), a justified decision regarding the suspension of execution of an administrative act may be issued, should its implementation result in damages, which are difficult or impossible to compensate for and, at the same time, the act would be clearly unlawful (125/6) and as well, the administration shall be liable to compensate for damages resulting from its actions and acts (125/8). For example, it is stated in the jurisprudence of the Court of Cassation that a case regarding the compensation for damages caused by the transfer of shares to the Fund in the event of seizure should be heard before administrative tribunals18. On the other hand, the Fund’s acts ensued as a result of the takeover of management of and power of attorney for the bank, such as relations with third parties and clients while managing the bank are not of public nature but are subject to civil jurisdiction19. The Fund’s internal decisions in regard to the bank and its acts carried out in respect of such decisions on behalf of the bank should not be confused. Following this distinction made above regarding branches of judiciary, it can be said that the minority (and other shareholders as well as those concerned), having the Fund as adversary party, has right to recourse to administrative jurisdiction against decisions of the Fund and acts and actions of managers appointed by the Fund. But, judicial power is limited to the review of legality of administrative actions and acts, and should not be endorsed in reviewing expediency. No judicial ruling shall be passed that restricts the exercise of the executive function in accordance with the forms and principles prescribed by law, which has the quality of an administrative action and act, or which removes discretionary powers (Constitution Art.125/4).
4. CONCLUSION
The corporation of Savings Deposit Insurance Fund with broad powers entrusted, aims to establish a banking system, which has a strong financial structure and protection of depositors. The economic stability denotes a healthy and regular operation of the markets and, since it constitutes a part of the public order, the public supervision comes forward as an obligation in order to preserve the public order. In consequence of ignoring sufficient and necessary conditions required for incorporation of banks, exposing weakness in sufficient and efficient supervision of already licensed banks and irregular loan transfers to subsidiaries and third parties, the banks and depositors incur serious losses. When ordinary execution proceedings fail to satisfy, it becomes indispensible to confer extraordinary powers to the Fund, which is charged with the insurance function20. The Fund has the power to revoke operating permission and to take-over partnership rights, except dividends, as well as management and supervision rights, qualified as extraordinary besides its regulatory and restrictive actions under the ordinary authority. By transfer to the Fund, company bodies do not lose their existence, this just makes changes to their formation, and the capacity to form the bodies passes exclusively to the Fund. The shareholders such as the minority who have not played a role in financial disruption of the company become unable to use their partnership rights as a result of leaving to the Fund the composition of the general meeting which was the only place where they could use the large part of such rights, so they manage to file actions against administration. Yet the Fund’s power of seizure is not of nature prejudicing the shareholders’ property rights, except the transfer of shares to the Fund in remuneration for the payment of acquired losses. Taking into account all of these, it seems difficult to argue that the rights of the minority, which had a very dysfunctional position in the general assembly even while talking on dividends that are the most fundamental and reasonable right, are violated only because the Fund takes and executes decisions without making a call for general meeting. In other respects, although transfer of partnership rights, except dividends, is mentioned, the right to bonus shares arising from profit based capital increase is attached to the dividends, thus, even if it seems quite difficult, in consequence of a rehabilitation following the transfer to the Fund if the company makes profit, such profit will not be abandoned to the Fund but to the shareholders. By this way, the transfer action to the Fund to be used as a mean of expropriation is being avoided. It should be remembered that the Fund’s extraordinary powers which seems contradictory with general principles of the law are the results of tough times that struck the banking sector. To prevent the recurrence of deep banking crises and especially to prevent the loss of minor shareholders, it would be expedient even indispensible to adopt a timely and efficient intervention manner against malfunctions of supervision on banks.
BIBLIOGRAPHY
BATTAL, Ahmet, Doç. Dr. Sosyal Devletin Liberal Ekonomideki Eli, Bankacılık Sorunları Sempozyumu, I, November 2004
KUNTALP, Erden, Prof. Dr. TMSF’ye Tanınan Yetkilere Genel Bir Bakış, Bankacılık Sorunları Sempozyumu, I, November 2004,
Batider SARAÇ, Tahir, Yrd. Doç. Dr. Tasarruf Mevduatı Sigorta Fonu Tarafından El Konan Şirketlerde Tek Kişi İle Yapılan Genel Kurul Toplantılarının Geçerliliği Sorunu, AÜHFD, Vol.57 No.2, 2008
TEKİNALP, Ünal, Fondaki Bankanın Hukuku, 2003 REİSOĞLU, Seza, Prof. Dr. Bankacılık Kanunu Şerhi, Vol.I, 2007 Selin SERT CANPOLAT, Av., TBB Dergisi, No. 74, 2008 Banking Law, No.5411, adopted on October 19, 2005; promulgated in the Official Gazette dated November 1,
2005 and no.25983 re. Turkish Commercial Code, No.6102, adopted on January 13, 2011; promulgated in the Official Gazette dated February 14,2011 and no.27846 Former Banks Act, No.4389, adopted on June 18, 1999; promulgated in the Official Gazette dated June 23, 1999 and no.23734
Kazancı İçtihat Bilgi Bankası (www.kazanci.com)
www.bddk.org.tr
www.tmsf.org.tr
http://mevzuat.basbakanlik.gov.tr
FOOTNOTE
1 BATTAL, Ahmet, Doç. Dr. Sosyal Devletin Liberal Ekonomideki Eli, Bankacılık Sorunları Sempozyumu, I, November 2004, p. 231 et al.
2 This study, done in the context of banks which must be corporated in the form of joint stock company, also applies in general terms to other form of joint stock companies besides banks.
3 KUNTALP, Erden, Prof. Dr. TMSF’ye Tanınan Yetkilere Genel Bir Bakış, Bankacılık Sorunları Sempozyumu, I, November 2004, Batider, p. 264.
4 SARAÇ, Tahir, Yrd. Doç. Dr. Tasarruf Mevduatı Sigorta Fonu Tarafından El Konan Şirketlerde Tek Kişi ile Yapılan Genel Kurul Toplantılarının Geçerliliği Sorunu, AÜHFD, Vol.57 No.2, 2008, p.169.
5 For the application in Law see. TEKİNALP, Ünal, Fondaki Bankanın Hukuku, 2003, p.21.
6 TEKİNALP, Ünal, Fondaki Bankanın Hukuku, 2003, p.21-22.
7 SARAÇ, Tahir, Yrd. Doç. Dr. Tasarruf Mevduatı Sigorta Fonu Tarafından El Konan Şirketlerde Tek Kişi ile Yapılan Genel Kurul Toplantılarının Geçerliliği Sorunu, AÜHFD, Vol.57 No.2, 2008, p.181.
8 TEKİNALP, Ünal, Fondaki Bankanın Hukuku, 2003, p.24.
9 KUNTALP, Erden, Prof. Dr. TMSF’ye Tanınan Yetkilere Genel Bir Bakış, Bankacılık Sorunları Sempozyumu, Vol.I, November 2004, Batider, p.261-262.
10 KUNTALP, Erden, Prof. Dr. Yıldızhan Yayla’ya Armağan, İstanbul 2003, (Akt: SARAÇ, Tahir, Yrd. Doç. Dr. Tasarruf Mevduatı Sigorta Fonu Tarafından El Konan Şirketlerde Tek Kişi ile Yapılan Genel Kurul Toplantılarının Geçerliliği Sorunu, AÜHFD, Vol.57 No.2, 2008, p.184); REİSOĞLU, Seza, Prof. Dr. Bankacılık Kanunu Şerhi, Vol.I, 2007, p.964; TEKİNALP Ünal Fondaki Bankanın Hukuku, İstanbul 2003, (Akt: SARAÇ, Tahir, Yrd. Doç. Dr. Tasarruf Mevduatı Sigorta Fonu Tarafından El Konan Şirketlerde Tek Kişi ile Yapılan Genel Kurul Toplantılarının Geçerliliği Sorunu, AÜHFD, Vol.57 No.2, 2008, p.184).
11 REİSOĞLU, Seza, Prof. Dr. Bankacılık Kanunu Şerhi, Vol.I, 2007, p.964.
12 HELVACI Mehmet, “Anonim Ortaklıkta Ticaret Kanunundan Kaynaklanan Azınlık Haklarının Hukuki Niteliği ve Tanımı”, Prof. Dr. Oğuz İmregün’e Armağan, İstanbul 1998, p. 302; DURAL Ali, “Anonim Şirkette Olumsuz Azınlık Hakları Düzenlemesi”, p. 181; ALTINEL M. Hulusi, “Anonim Şirketlerde Azınlık Hakları”, Mükellefin Dergisi, Nisan 2001, No. 100, p. 119. (From: Selin SERT CANPOLAT, Av., TBB Dergisi.
13 HELVACI Mehmet, “Anonim Ortaklıkta Ticaret Kanunundan Kaynaklanan Azınlık Haklarının Hukuki Niteliği ve Tanımı”, Prof. Dr. Oğuz İmregün’e Armağan, İstanbul 1998, p. 302; DURAL Ali, “Anonim Şirkette Olumsuz Azınlık Hakları Düzenlemesi”, p. 181; ALTINEL M. Hulusi, “Anonim Şirketlerde Azınlık Hakları”, Mükellefin Dergisi, Nisan 2001, No. 100, p. 119. (From: Selin SERT CANPOLAT, Av., TBB Dergisi, No. 74, 2008, p.160).
14 SARAÇ, Tahir, Yrd. Doç. Dr. Tasarruf Mevduatı Sigorta Fonu Tarafından El Konan Şirketlerde Tek Kişi İle Yapılan Genel Kurul Toplantılarının Geçerliliği Sorunu, AÜHFD, C.57 Sa.2, 2008, s.186.
15 SARAÇ, Tahir, Yrd. Doç. Dr. Tasarruf Mevduatı Sigorta Fonu Tarafından El Konan Şirketlerde Tek Kişi ile Yapılan Genel Kurul Toplantılarının Geçerliliği Sorunu, AÜHFD, Vol.57 No.2, 2008, p.186 vd.
16 TEKİNALP, Ünal, Fondaki Bankanın Hukuku, 2003, p.20.
17 KOSTAKOĞLU Cengiz, Bankalar Kanunu Şerhi, Banka Kredi Sözleşmelerinden Doğan Uyuşmazlıklar ve Akreditif, Ankara 2003 (Akt: SARAÇ, Tahir, Yrd. Doç. Dr. Tasarruf Mevduatı Sigorta Fonu Tarafından El Konan Şirketlerde Tek Kişi İle Yapılan Genel Kurul Toplantılarının Geçerliliği Sorunu, AÜHFD, Vol.57 No.2, 2008, p.183).
18 YARGITAY 11. HD, E. 2005/8699 K. 2006/9189 T. 25.9.2006.
19 KUNTALP, Erden, Prof. Dr. TMSF’ye Tanınan Yetkilere Genel Bir Bakış, Bankacılık Sorunları Sempozyumu, I, November 2004, Batider, p.265-266; (See also: REİSOĞLU, Seza, Prof. Dr. Bankacılık Kanunu Şerhi, Vol.II, 2007, p.1458.
20 SARAÇ, Tahir, Yrd. Doç. Dr. Tasarruf Mevduatı Sigorta Fonu Tarafından El Konan Şirketlerde Tek Kişi ile Yapılan Genel Kurul Toplantılarının Geçerliliği Sorunu, AÜHFD, Vol.57 No.2, 2008, p.170 .
