An analysis of the general meeting of a joint stock company and the legal implications of electronic voting

ABSTRACTIn view of the related articles of the Turkish Commercial Law, this research attemptsto make an analysis of the organization and working of the General Meeting in the formationof a joint stock company. It also analyzes the impact of the usage of the Internet and the legalimplications of electronic voting as a form of participation in the process of decision-makingin a General Meeting.The General Meeting of a joint stock company is defined in Turkish Commercial Law,articles 360-380, as a unit organized in accordance with the articles of association in suchmatters as the time, organisation and agenda of the meeting, voting and decision-making. It isa ground and occasion for the shareholders to come together and discuss business operations,a procedure which enables them to get systematic information and participate in the conductof business. In this context, the running of the General Meeting covers a time span whichbegins with the invitation and reception of the shareholders in the place where the meeting isheld and ends with the close of the meeting; a process which comprises of the opening; theofficial report; discussions of the policies; voting and decision-making.Today we live in an information society which poses an urgent need for the joint stockcompanies to improve their communication technologies and thereby their decision-makingmechanisms. In parallel to that, the expansion of the Internet over the entire world requires thejoint stock companies, as a topic of discussion of this research, to take advantage of theInternet to meet the need of fast decision-making. On the other hand, it is not uncommon forsome of the shareholders to simply avoid to show up in General Meetings and lead to ?powergap?-a fact which calls for the facilitation of the means of participation. Thus, in the bestinterests of the shareholders of the companies in several countries, the law permitsparticipation via electronic lodgment facilities encouraging high degree of participation in theGeneral Meetings of joint stock companies. The developments in the world in this area willcertainly influence the policies of decision-making when the bill in the The TurkishCommercial Law is put in full force.IX