ABSTRACT
This article seeks to assist companies in establishing their own equilibrium by evaluating the advantages and disadvantages of conducting electronic general assembly and board of directors’ meetings.
I. INTRODUCTION
In accordance with Article 1527 of the Turkish Commercial Code No. 6102 (the “TCC”) published in the Official Gazette dated 14.02.2011 and numbered 27846, companies are now authorized to conduct board of directors’ and general assembly meetings through electronic environment. This article was introduced to align with global digitalization and technological advancements; gaining significant prominence in practical application during the COVID-19 pandemic. Amid the COVID-19 pandemic, the Ministry of Trade of Republic of Türkiye issued an official announcement1 (the “Announcement”) on March 20th, 2020, available on its official website, encouraging and facilitating companies to conduct their general assembly and board of directors’ meetings in electronic environment. The Announcement also outlines the possibility of preemptively canceling these meetings with a board of directors’ decision.
Although the TCC does not explicitly define “electronic environment”, it can be construed as a comprehensive term encompassing environments where digitized data is recorded and stored2. Therefore, electronic environment extends beyond the internet, encompassing all telecommunication services such as telephone, telex, fax, and electronic mail3. However, given the use of the term “online” in the preamble of the TCC provisions, it is inferred that the concept of electronic environment specifically refers to the internet environment4.
II. LEGAL INFRASTRUCTURE
Article 1527 of the TCC governs the possibility of conducting general assembly and board of directors’ meetings in electronic environment for commercial companies, contingent upon specific conditions. Furthermore as secondary legislation, the Ministry of Trade has issued the Regulation on General Assembly Meetings of Joint Stock Companies in Electronic Environment (the “Regulation”), published in the Official Gazette dated August 28th,2012 and numbered 28395, along with the Communiqué on Electronic General Assembly Meeting System Applicable to General Assembly Meetings of Joint Stock Companies (the “EGAS Communiqué”), published in the Official Gazette dated August 29th, 2012 and numbered 29396, and the Communiqué on Electronic Meetings of Commercial Companies other than the General Assembly Meetings of Joint Stock Companies by Electronic (the “Communiqué”).
In accordance with the current legislation, there are two types of meetings in the electronic environment. The first type is known as a “virtual meeting”, denoting a meeting held entirely in an electronic environment. Participants initiate the meeting setting through electronic media, and all attendees engage in the meeting through this electronic environment. The second type of meeting is meetings with “participation via electronic environment”. In these meetings, alongside the establishment of a physical chairmanship of the meeting; other participants, upon request, are provided the option to participate electronically. The participation via electronic environment method enables participant who is not unable to physically attend the general assembly or board of directors meeting to simultaneously participate in the meeting electronically. Participants with the right to participation electronically have the opportunity to participate in the meeting and vote by accessing the electronic environment where the meeting is shared. This type of meeting is also referred to as a “hybrid meeting”5.
All capital companies may hold general assembly and board of directors’ meetings in electronic environment, contingent upon explicit regulation within their articles of association pursuant to Article 1527 of the TCC. Nevertheless, in practice, this approach is primarily adopted by joint stock companies.
A. Electronic General Assembly Meetings
General assembly meetings of limited liability companies, general partnerships, limited partnerships, and limited partnerships with capital divided into shares may held electronically, pursuant to Article 1527/2 of the TCC. Notably, the holding of general assembly meetings of joint stock companies electronically is regulated in a separate paragraph from other commercial companies. As stipulated in Article 1527/5 of the TCC, a specific regulation has been enacted to govern the general assembly meetings for joint stock companies in electronic environment. Since the Regulation came into effect on October 1st, 2012 it has become mandatory for joint stock companies with listed shares on the stock exchange to provide the option for participation in electronic environments in general assembly meetings.
The current legislation does not allow for the general assembly meetings to be held in the form of virtual meetings. Given that shareholders participating in general assembly meetings have the opportunity to engage in discussions during the meeting, their interactions can influence the opinions of participants and subsequently impact the decisions to be made. Despite the option for proxy attendance at general assembly meetings, certain individuals are legally obligated to be physically present at the meeting. Consequently, even if all participants will attend the meeting electronically, at ordinary general assembly meetings, the executive directors and at least one (1) member of the board of directors, the auditor (if applicable) and the Ministry representative (if appointed) must physically attend the meeting6.
1. General Meetings of Joint Stock Companies
The general assembly meetings of joint stock companies in electronic environment are regulated separately under Article 1527/5 of the TCC. General assembly meetings of joint stock companies may only be held through participation, making proposals, expressing opinions and voting in electronic platforms, pursuant to this provision. In essence, virtual general assembly meetings are not feasible. Attendance to the general assembly, making proposals and voting through the online meeting system carry the same legal consequences as physical attendance, proposal submission, and voting7.
There is a pre-condition for utilizing the opportunity to attend general assembly meetings in electronic environment. According to this pre-condition, companies are required to have cited the provision in Article 5 of the Regulation to their articles of association without any amendments. The said provision is as follows:
“Participation at the General Assembly meeting through electronic means.
According to Article 1527 of the Turkish Commercial Code, right holders who are entitled to attend the Company’s General Assembly meetings may also do so electronically. Pursuant to the provisions of the Regulation on General Assembly Meetings of Joint Stock Companies to be held in Electronic Environments, the Company may establish an electronic General Assembly system, allowing right holders to engage in General Assembly meetings in electronic environment, express their opinions, offer suggestions, and cast votes; or may purchase services from systems established for this purpose. In adherence to this provision within the articles of association, it is guaranteed that, in all General Assembly meetings, right holders and their representatives can exercise the rights specified in the provisions of the mentioned Regulation through the established system.”
Companies whose shares are listed on the stock exchange are currently obliged to establish the infrastructure for holding general assembly meeting in electronic environment and to ensure that shareholders can benefit from this opportunity. For other joint stock companies, the opportunity to participate via electronic environments in the general assembly meeting are discretionary. According to the Regulation, and pursuant to Article 10/A of the Capital Markets Law No. 2499 (the “CMB”), companies whose shares are listed on the stock exchange are obliged to use the Electronic General Assembly System (the “EGAS”) provided by the Central Registry Agency (the “CRA”). Other companies may use this system or other approved systems that fulfill the necessary requirements. Companies utilizing the EGAS are required by Article 8 of the Regulation to provide participants with secure e-signatures for the meeting invitation, agenda, and documents that need to be submitted for review by the right holders before the meeting. In accordance with Article 1528 of the TCC, participants of the general assembly meeting intending to utilize the option of the participation in electronic environment must inform the company of their electronic mail addresses prior to the meeting.
2. General Assembly Meetings in Companies Other Than Joint Stock Companies
Pursuant to Article 1527/2 of the TCC, it is regulated that the meetings of the board of shareholders’ and general assembly meetings of general, limited partnership, limited liability companies and limited partnership companies with capital divided into shares may be held through participation via electronic environment. Pursuant to Article 7 of the Communiqué, these companies have the option to utilize the Electronic Meeting System as an intermediary.
Article 8 of the Communiqué specifies that the following provision must be incorporated into the articles of association of the company in order for the general assembly meetings to be held through participation via electronic environment:
“Those who have the right to attend the Company’s board of directors/board of managers meeting may also attend these meetings electronically pursuant to Article 1527 of the Turkish Commercial Code. The Company may establish the Electronic Meeting System that will enable the right holders to participate and vote in these meetings via electronic environments in accordance with the provisions outlined in the Communiqué on Electronic Meetings of Commercial Companies Other Than General Assembly Meetings of Joint Stock Companies, or may procure services from the systems established for this specific purpose. During the meetings, it is ensured that right holders can exercise their rights, as specified in the relevant legislation, within the framework outlined in the provisions of the Communiqué, utilizing the system established based on this provision in the articles of association or through the system from which support services will be obtained.”
B. Board of Directors and Board of Managers Meetings in Electronic Environment
The meetings of the board of directors of joint stock companies, limited liability companies and limited partnership companies with capital divided into shares may be held in a fully electronic (virtual) environment, or simultaneously in both an electronic and physical setting8. In virtual meetings, there is no physical meeting being held simultaneously; all members of the board of directors participate in the meeting through electronic means. Pursuant to Article 1527/1 of the TCC, this option can be utilized only if explicitly specified in the articles of association of the companies. Pursuant to the TCC, the sole type of meeting permitted to be held as a virtual meeting is the board of directors’ meetings.
In the aforementioned Announcement of the Ministry of Trade, it was stated that during the extraordinary period arising from COVID-19, measures have been taken to enable companies to hold general assembly and board of directors meetings through the “Electronic General Assembly Meeting System” and “Electronic Board of Directors System”, even if there is no provision in the articles of association of the company that allows the board meetings to be held in electronic environment, and that companies can amend the articles of association allowing companies to hold electronic meetings at the first general assembly meeting to be held later; in this context, it has been recommended that companies utilizing the electronic general assembly system, intending to hold a general assembly meeting, should use their discretion to ensure shareholders to participate in general assembly meetings via electronic environment.
In contrast to general assembly meetings, proxy representation is not feasible for board of directors’ meetings as per Article 390/2 of the TCC. Therefore, members of the board of directors are obliged to attend the board meetings in person, even if it is conducted in electronic environment.
It is also possible to use electronic environment in the decision-making by circulation method regulated under Article 390/4 of the TCC. This method essentially means that if none of the members of the board of directors requests a meeting, the text of the resolution proposal is circulated among all members of the board of directors and signed by a sufficient number of signatures in order to facilitate a resolution. This method proves to be a convenience for board meetings where the mandatory attendance of board members is not feasible. Pursuant to Article 10 of the Communiqué, in order for the members of the board of directors to officially take decisions at the board meetings held in electronic environment, they are required to have a secure electronic signature. Given that there is no impediment to combining the methods of decision-making by circulation and virtual board of directors’ meetings, board decisions can currently be taken by hand with secure e-signatures9. Thus, Article 10/4 of the Communiqué stipulates that members of the board of directors may utilize electronic signatures for decision-making by hand.
III. ADVANTAGES OF ELECTRONIC ENVIRONMENT
The ability to conduct meetings in an electronic environment is a facilitating regulation for members of the board of directors. This is because the members of the board of directors are obliged to attend the board of directors’ meetings in person; they cannot attend the meetings through a representative. Especially in companies with foreign capital, where some of the members are foreign legal or natural persons residing abroad, holding board of directors’ meetings in an electronic environment will eliminate the difficulty of physical presence in meetings10. Meetings in electronic environment will also prevent the travel expenses and time loss that shareholders and/or executives would incur if they were to physically attend meetings.
In the doctrine, the phenomenon of low attendance rates of the shareholders to the meetings and their alienation from the company due to the fact that their shares are low in proportion to the capital and they think that they have little opportunity to influence the decisions of the company is called “power gap”11 . Since the opportunity to participate in the meeting electronically facilitates the participation of shareholders in the general assembly meeting, it also provides a solution to the “power gap” problem. This method serves shareholder democracy by providing shareholders with the right to attend meetings wherever they are located. The ease of the electronic environment will increase the participation rate in meetings, effectively resolving the power gap issue.
Using this approach, shareholders who are unable to attend meetings in person can directly participate without the necessity of a representative. This will ensure direct participation and direct reflection of the will of the person. This situation demonstrates that meetings conducted in an electronic environment adhere to the principle of “directness”12. Therefore, the capability to conduct meetings in an electronic environment can be seen as a solution intended to eliminate the reliance on representatives.
Electronic environment is more adaptable for today’s conditions as it allows the execution of meetings to be more convenient and faster. Given that shareholders and board members can easily attend the meeting, the time and date can be set more freely.
A more environmentally conscious approach will be embraced by providing and preserving the documents that required to be prepared before the meeting and presented during the meeting via electronic environments. In this way, paper waste will be prevented and the necessary documents for shareholders will be stored in an environment that they can easily access.
Today, the problem of global warming is one of the most dangerous threats to our world and environmentalists are trying to calculate the damage to nature by measuring the carbon footprints. The primary factors in carbon footprints include carbon emissions from fossil fuels used by vehicles. Given that meetings in an electronic environment eliminate the necessity for each participant to travel, the carbon footprint associated with meetings in electronic environment is substantially lower compared to physical meetings13. For this reason, meetings held in an electronic environment are deemed more environmentalist and sustainable than physical meetings.
Compared to the decision-making by circulation by hand method, which is equivalent to the convenience of meetings in electronic environments, electronic meetings allow for more deliberation. That is because the participants are in one-to-one communication and there is no disconnection and/or temporal difference in this communication. To be able to negotiate further means to make healthier decisions on behalf of the company. In contrast, the decision-making by circulation by hand method lacks a negotiation environment, where board members are limited to either approving or disapproving the presented decision text.
IV. CHALLENGES OF GENERAL ASSEMBLY AND BOARD MEETINGS IN ELECTRONIC ENVIRONMENT
Pursuant to Article 1527/1 of the TCC, issues have been raised regarding whether conducting board of directors’ meetings entirely in an electronic environment might infringe upon the rights and fulfillment of obligations of board of directors’ members lacking internet access14. Attendance, voting, and expressing opinions at board meetings are not only obligations but also rights for the members of the board of directors15. In the event that the meeting is held entirely in electronic environment, the members of the board of directors do not have any other alternative to participate in the meeting other than using the internet. As technology advances, internet use has become a basic necessity. However, members of the board of directors should not be directly forced to use the internet, participate in meetings electronically, learn the IT skills required for electronic voting, or advance their knowledge in this area. This is because the use of the internet is not a natural capability like raising a hand or casting a ballot into the ballot box. As a resolution, the company may attempt to prevent potential harm to the rights or obligations of the board members by providing the necessary internet infrastructure and training for the members of the board of directors.
In terms of general assembly meetings, since Article 1527 of the TCC mentions electronic attendance to the meeting, there is no contradiction for shareholders who do not have access to the internet to physically attend the meeting. Therefore, there is no practice that violates the shareholders’ right to attend the general assembly meetings and contradicts the principle of equality.
The shareholders registered in the list of attendants prepared by the board of directors and their representatives, the holder of a usufruct right on a share, bearers of share certificates proving possession, representatives of depositors16, executive members, board members, auditor(s) if the company is subject to audit, and the authorized Ministry representative if a Ministry representative is required, the meeting chairman if not selected from among the shareholders, the clerk, and vote collector if deemed necessary, vice chairman, and other individuals specified in the company’s internal directive are entitled to attend the meeting17. On the other hand, only the members of the board of directors are entitled to attend the board of directors meeting18. In this case, it is crucial to correctly identify the persons attending the meeting. As a security measure, an encrypted electronic login system is created for participants to access the meeting. However, due to technological advancements, encryption methods have become vulnerable, enabling the creation of fraudulent audio and video recordings using techniques such as DeepFake19. In this case, while it is difficult to determine that the person attending the meeting is the authorized person entitled to attend the relevant meeting, it may also pose a security risk. To address this, companies can reduce the risk by requiring participants to verify their ID cards or power of attorney via video/ telephone or by identifying participants identification through facial recognition20.
In addition to the verification of identities of shareholders or members of the board of directors, another aspect posing risks for participants in electronic meetings involves risks associated with the processing and confidentiality of personal data21. Companies are obligated to securely handle and store personal data, secure explicit consent22 for its processing, provide individuals with comprehensive information on how personal data is processed during meetings, the purposes for which it is utilized, the entities with whom it is shared, as well as the employment of cookies and tracking tools on electronic meeting platforms23 and obtain the necessary approvals. Otherwise, companies would cause violations under the Law on Protection of Personal Data No. 6698 and face administrative and criminal sanctions24.
Attending general assembly or board of directors’ meetings in electronic environment also poses a risk in terms of confidentiality of company information. Cyber-attacks on electronic environments during the meeting may lead to the unauthorized exposure of information and documents, allowing third parties to gain access. In the case of external attendance to a meeting held in an electronic environment, there may be a potential for third parties to eavesdrop on discussions and view shared documents. In this situation, the confidentiality of information regarding the matters discussed at the meetings, information and documents on the company’s trade secrets and operations will be violated. Therefore, even if such attacks do not directly impact the conduct of the general assembly or board of directors meeting, it has been noted that cyber-attacks pose a threat to confidentiality and the integrity of the voting process25. It has been noted that cyber-attacks pose a threat to secrecy and the voting process. In fact, interference with the voting process may pose the danger of influencing the company’s decisions and future policies.
Another practical challenge is the possibility of technical failures and problems during meetings held in electronic environment. Frequent technical problems such as internet connection problems or disruptions in audio and video transmission can prevent participants from communicating effectively, prolonging decision-making processes and negatively affecting the efficiency of meetings26.
V. ANNULMENT AND INVALIDITY OF RESOLUTIONS OF MEETING SHELD OR ATTENDED IN ELECTRONIC ENVIRONMENT
There is no specific provision within the TCC or the relevant regulations addressing the nullification or potential annulment of the meetings held or attended electronically. At this stage, it is necessary to examine the general nullity and annullability aspects of pertinent general assembly and board of directors’ resolutions.
Article 445 of the TCC stipulates that an action for annulment may be filed against general assembly resolutions that contravene legal provisions, articles of association, and the principle of good faith. Additionally, the criteria for the nullification of general assembly resolutions are regulated in Article 447 of the TCC.
Concerning joint stock companies, the absence of a provision in Article 5 of the Regulation, that should be included in the articles of association of joint stock companies, could be regarded as a potential cause for annulability under Article 445 of the TCC; since Article 5 of the Regulation imposes an obligation, and the failure to fulfill this obligation would constitute a violation of the provisions of the law. Moreover, it is noteworthy that a general assembly resolution would be rendered null and void under certain circumstances, such as interference with the voting process, participation of a non-shareholder using technical advantages without the right to participate, or situations that may detrimentally impact other inalienable rights of the shareholders protected by law.
Pursuant to Article 391 of the TCC, decisions of the board of directors that contradict the principle of equal treatment, deviate from the fundamental structure of the joint stock company, neglect the principle of capital protection, violate the rights of the shareholders, especially the inalienable rights or that fall within the inalienable powers of other organs, or that are related to the delegation of these powers, shall be deemed null and void. However, Article 460/1 of the TCC provides an exception to the principle of capital protection, allowing the board of directors, in the registered capital system, to be authorized for capital increase up to the specified limit, with the capital increase being resolved by the board of directors. Article 460/5 of the TCC applies the provisions on the annulment of general assembly resolutions analogously for the annulment of the aforementioned board of directors’ resolution.
Regarding board of directors’ meetings, a notable aspect is that if such meetings are conducted directly through electronic environment as a virtual meeting rather than in a physical environment, and the company fails to establish the necessary technical electronic infrastructure and ensure accessibility for all board members, it not only results in the non-fulfillment of obligations for absent members but also violates the principle of equal treatment and infringes upon one of their inalienable rights. In this case, the decision of the board of directors shall be null and void pursuant to Article 391 of the TCC.
In case technical malfunctions occur during the conduct of an electronic general assembly or board of directors meeting, or if these issues prevent the participants from engaging in the voting and decision-making process, the decisions taken by the general assembly or board of directors may be annulled or invalid depending on the characteristics of the concrete case. Swiss law meticulously addresses such technical problems in a dedicated section. Article 701 of the Swiss Code of Obligations Revision (RevOR) dated June 19th, 2020 stipulates that in the event of technical problems that result in the inability to conduct the electronic general assembly meeting, the general assembly shall be repeated27. Turkish law lacks a similar dedicated provision. In the event of a technical failure that prevents the continuation of the electronic general assembly meeting, it may be considered that the chairman of the meeting will be required to postpone the general assembly meeting and convene a new general assembly meeting28. In this case, there are opinions stating that the resolutions taken in accordance with the law before the technical failure are deemed valid and do not need to be discussed again29.
VI. RECOMMENDATIONS TO COMPANIES
The electronic media designated for use may be stipulated in the company agreement, provided that they comply with the principle of directness30. However, due to the dynamic nature of technological advancements, it is more advisable to establish a general principle for regulating the use of electronic media rather than providing detailed specifications31.
Blockchain is a distributed ledger in which data is stored in blocks by linking them together like a chain and encrypting them. Each time a new block of data is created, a hash of the previous block is taken and the next new block is generated and added to the chain32. In addition, approval from all network registries is obtained when adding a block to the chain33. As transactions are made, this structure is maintained in the same way. Thus, someone else can never change them. Therefore, companies that want to hold general assembly and board of directors’ meetings in electronic environment can use Blockchain technology to increase their cyber security. The aforementioned chain structure in Blockchain, requires the decryption of both the password of a specific block and the preceding block’s code to access information. Since each block contains a code belonging to the previous block, passwords need to be broken in a chained manner. This is one of the strongest reasons why Blockchain technology is more secure. Because, in cyber-attacks, the defense system in Blockchain makes it difficult. With Blockchain technology, only shareholders with private keys can participate in voting. Voting in this way is also transparent in that voters can personally verify whether their votes were counted and whether the overall outcome was correct34.
The utilization of e-signatures is obligatory for systems to be used for holding board of directors and general assembly meetings in electronic environment. Requiring all shareholders and board of directors’ members to acquire e-signatures from service providers approved by the Information and Communication Technologies Authority (ICTA) will expedite the transition of companies that have not yet adopted electronic meeting systems, facilitating their swift adoption in the future and enabling them to avail themselves of the opportunities outlined in the Announcement.
VII. CONCLUSION
Today, with the increase in technological developments, technology has entered every aspect of our lives. Concurrently, our current legislation endeavors to align with these progressions. The prospect of conducting board of directors and general assembly meetings in electronic environments, which are mandatory for the continuation of company operations, is deemed advantageous for companies in numerous aspects. However, this method is not without its drawbacks, alongside its merits. It is noteworthy that our current legislation does not provide virtual meetings in commercial companies, except for board of directors’ meetings. This shows that while there is room for improvement in our laws, they do not comprehensively meet the demands of today. Nevertheless, even in this context, it is imperative to acknowledge that the advantages of meetings conducted in electronic environments outweigh the disadvantages, and forward-thinking companies should adapt to these systems.
BIBLIOGRAPHY
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FOOTNOTE
1 https://covid19.ticaret.gov.tr/ ic-ticaret/duyuru/sirket-sozlesmelerinde-kurul-toplantilarinin-elektronik-ortamda-gerceklestirilmes Access: 12.03.2024.
2 Habip Oğuz, “Elektronik Ortamda Kişisel Verilerin Korunması, Bazı Ülke Uygulamaları ve Ülkemizdeki Durum”, Uyuşmazlık Mahkemesi Dergisi V. 3, 2013, p. 3.
3 Gamze Turan, “Elektronik Sözleşmeler ve Elektronik Sözleşmelere Uygulanacak Hukukun Tespiti”, Türkiye Barolar Birliği Dergisi V. 77, 2008, p. 88. 4 Reasoning of Articles of the Turkish Commercial Code, Lexpera (online), Articles 359(d), 407, 428, 434, 1525
5 M. Fatih Cengil/ Ömer Korkut, “Dijital Çağda Genel Kurul (Anonim Şirket Genel Kurul Toplantılarına İlişkin İsviçre Borçlar Kanunu Değişikliği Hakkında Değerlendirmeler)”, Ankara Hacı Bayram Veli Üniversitesi Hukuk Fakültesi Dergisi V. 26,, Iss. 3, 2022, p. 288; Thomas Grob/ Hans Caspar von der Crone, p. 7.
6 Article 407/2 of the TCC; Article 17 of the Regulation on the Procedures and Principles of General Assembly Meetings of Joint Stock Companies and the Ministry Representatives to Attend These Meetings.
7 Dr. Soner Altaş, “Anonim Şirket Genel Kurul Rehberi”, Seçkin Yayıncılık, 8th Edition, Ankara 2022, p. 131.
8 Article 1527/1 of the TCC.
9 Umut Kocaoğlu, “Turkey: Uygulamada elektronik yönetim kurulu toplantıları” 06.07.2018, p.1,
10 Erkan Yetkiner, “Türk Ticaret Kanun Tasarısında Elektronik İşlemler ile İlgili Yer Alan Yeni Düzenlemeler”, E-yaklaşım Dergisi, V: Ağustos, 2008, p. 3.
11 Ünal Tekinalp, “Halka Açık Anonim Ortaklılarda Yönetime Katılma Sorunları”, İstanbul 1979, p. 7 ff; Poroy/ Tekinalp/ Çamoğlu, p. 402; Mustafa Can, “ABD Hukukunda Çıkar Çatışmalarının Yol Açtığı Vekâleten Oy Kullanma Mücadeleleri (Proxy Contests)”, www.e-sosder.com.
12 Cengil/ Korkut, p. 291.
13 Gül Nihal Güğül/ Nihal Kılınç, “Uzaktan Eğitim ile Örgün Eğitimin Karbon Ayak İzine Etkilerinin Karşılaştırılması”, Çanakkale Onsekiz Mart University Journal of Advanced Research in Natural and Applied Sciences, 2022, V 8, Iss. 1, p. 124-131.
14 Necat Azarkan, “Anonim Şirketlerde Sanal (Virtüel) Genel Kurul”, Dicle Üniversitesi Adalet Meslek Yüksekokulu Dicle Adalet Dergisi, V. 2, Iss. 4, 2018, p. 25-48.
15 Levent Uysal, “6762 Sayılı Türk Ticaret Kanunu ve Türk Ticaret Kanunu Tasarısı Kapsamında Anonim Şirketlerde Yönetim Kurulu ve Yönetim Kurulu Üyelerinin Hukuki Sorumluluğu”, TBB Dergisi, Iss. 80, 2009, p. 315-366.
16 Altaş, p. 89.
17 Articles 407, 415/1 and 419 of the TCC; Merve Sarıkaya, “Anonim Şirket Genel Kuruluna Katılmaya Yetkili ve Katılmak Zorunda Olanlar İle Katılmamanın Hukuki Sonuçları”, Yıldırım Beyazıt Hukuk Dergisi, Iss. 1, 2021, p. 415.
18 Altaş, p. 208.
19 Mustafa Evren Berk, “Dijital Çağın Yeni Tehlikesi Deepfake”, OPUS International Journal of Society Researches, August 2020, V. 16, Iss. 28, p. 1511.
20 Cengil/ Korkut, p. 299.
21 Oğuz, p. 4.
22 Articles 5/1, 8/1 and 9/1 of the LPPD.
23 Article 10 of the LPPD.
24 Articles 17 and 18 of the LPPD.
25 Grob/ Caspar, von der Crone, “Die virtuelle Generalversammlung”, SZW/ RSDA, 1/2018, p. 20.
26 Azarkan, p. 25-48.
27 Cengil/ Korkut, p. 299.
28 Hakan Pulaşlı, “Elektronik Ortamda Anonim Şirket Genel Kuruluna İlişkin Düzenlemelerin Evrimi ve 6102 sayılı Türk Ticaret Kanunundaki Durum”, Arslanlı Bilim Arşivi (online), 10.12.2015, p. 61.
29 Pulaşlı, “Şirketler Hukuku Şerhi”, V. 2, 4th Edition, Adalet Yayınevi, 2022 p. 906.
30 Cengil/ Korkut, p. 297.
31 Cengil/ Korkut, “Dijital Çağda Genel Kurul (Anonim Şirket Genel Kurul Toplantılarına İlişkin İsviçre Borçlar Kanunu Değişikliği Hakkında Değerlendirmeler)”, Ankara Hacı Bayram Veli Üniversitesi Hukuk Fakültesi Dergisi C. XXVI. Y. 2022, p. 299.
32 Gökhan Ünal/ Çelebi Uluyol, “Blok Zinciri Teknolojisi”, Bilişim Teknolojileri Dergisi, V. 13, Iss. 2, April 2020, p. 168.
33 Dr. Mahir E. Ocak, “Blokzincir Nedir? Nasıl Çalışır?”, Tübitak Bilim Genç (online), 09.03.2023.
34 Cengil/ Korkut, p. 303.
