TY  - JOUR
TI  - Fracture of Shareholders’ Rights to Participate in Management in
Joint Stock Company: Establishment of Usufruct on the Sha
AB  - According to the provisions of property law, the usufruct grants the owner the power to possess, manage, use and
benefit from the subject of the usufruct. This study determines how these powers will spread to rights to participate in
management arising from the company’s share when the subject of the usufruct is a share of a joint stock company. The
issue is handled in the center of article 432 II of the Turkish Commercial Code. The Turkish Commercial Code differs from
the provisions of the Swiss Code of Obligation 690 II and the Turkish Commercial Code numbered 6762 in certain points
and regulates that the voting right arising from the share which has usufruct on it is used by the usufructuary, but the
usufructuary shall be liable for any loss incurred when he / she does not respect the interests of the shareholder.
When evaluated together with the rules of property law, this study concludes that the provision brings a regulation in
terms of voting rights; the usufructuary who has voting rights can also use other rights to participate in management,
thus taking over the management of the share. However, the shareholder is not completely ineffective in this case. Some
of the rights to participate in the management can also be used by the shareholder. Nevertheless, this does not include
the right to file an annulment action, which is at least as effective as the voting right.
This study also discusses whether the shareholder can maintain his or her authority over the share, despite there being a
usufruct on the share, by stipulating otherwise in the articles of association or an agreement between parties.
AU  - CENKCI, ESRA
DO  - 10.26650/annales.2021.70.0002
PY  - 2021
JO  - Annales de la Faculté de Droit d Istanbul
VL  - 0
IS  - 70
SN  - 0578-9745
SP  - 53
EP  - 71
DB  - TRDizin
UR  - http://search/yayin/detay/510411
ER  -