Appraisal right in joint stock companies according to Capital Markets Code

Minority shareholders who dissented to the resolution regarding certain fundamental corporate changes taken in the general meeting of the joint stock company have the right to sell their shares to the company at a fair value. Thus, shareholders who cannot transfer their shares due to legal, de facto or economic obstacles are provided with the opportunity to liquidate their investment. The appraisal right is in Turkish law for the first time set forth by the Capital Market Law no. 6362 Article 24 for publicly held corporations. In addition, based on the authorization granted to it, the Capital Markets Board has also issued the the Communiqué no. II-23.1 on Common Principles of Fundamental Corporate Changes and Appraisal Right. In this study, the historical development of the appraisal right and its differences from similar concepts of joint stock company are explained; then the features of the appraisal right, the fundamental corporate changes that give rise to this right, the exercise of the appraisal right and the process of operation are examined on the axis of comparative law.