Simplified merger of joint stock companies under the Turkish commercial code

The simplified merger procedure introduced by Articles 155–156 of the Turkish Commercial Code (TCC) is designed to reduce both the cost and duration of transactions by dispensing with formal requirements—such as the merger report, shareholders' meeting approval, and protracted review processes—that are obligatory under the standard merger regime, provided that a parent company either holds full control or at least 90 percent of the voting shares of its subsidiary. Drawing on Switzerland's Merger Act (FusG) and the European Union's Third Company Law Directive, this mechanism accelerates structural reorganizations within corporate groups—particularly among sister companies and parent–subsidiary entities—while furnishing minority shareholders with limited protective safeguards, such as cash-out rights and inspection privileges. In practice, however, gaps in the legislation governing reverse mergers, the practice of commercial registry offices demanding general meeting resolutions for transactions requiring capital increases, and the indeterminate scope of the "fair value" concept have weakened the regime's overall efficacy. To address these deficiencies, it has been recommended that exceptions for capital increases be expressly codified, that independent valuation reports be made mandatory, and that digital platforms and regulatory guidelines be issued to reinforce transparency. This study seeks to examine the simplified merger procedure introduced by the Turkish Commercial Code (TCC No. 6102) in comparative perspective by assessing its advantages, shortcomings, and legal effectiveness relative to the general merger framework; it will also define the legal nature and scope of the simplified merger and outline, in broad terms, the capital markets legislation that streamlines mergers for publicly traded joint-stock companies.