Legal effects and nullity conditions of special committe decisions by preferred shareholders under the Turkish Commercial Code No. 6102

As per the relevant regulations, there are situations where the balance of interests between privileged shareholders and the company is disrupted to the detriment of one party and this matter may cause issues in practice. Debates persisting since the era of the former Turkish Commercial Code (TCC) No. 6762, despite Article 454 of the current TCC No. 6102, reveal that the legislator has not yet implemented the necessary regulations in this area. Our study focuses on interpreting and implementing the legal effects of privileged shareholders' special board resolutions and the conditions of their nullity.In this context, while addressing the topic, attempts have been made to consider both the protection of the rights of privileged shareholders and the potential misuse of the rights attributed to these shares. Our research aims to clearly determine the legal effects of privileged shareholders' special board resolutions and the conditions of their nullity, which are currently controversial in doctrine due to a legislative gap. We seek to find solutions for concrete disputes in accordance with the relevant legislation, discussions in the doctrine, and current judicial decisions. Due to the nature of our study topic, a comparison has been made between the old and the new law, and an effort has been made to give as much space as possible to different views in the doctrine and to the decisions of the Court of Cassation. Although numerous opinions have been presented in the doctrine related to our study topic, it has been observed that there is a limited number of concrete cases reflected in the judicial decisions aimed at practice. In this sense, current decisions of the Court of Cassation have been reviewed to the extent possible, and care has been taken to incorporate changes in the opinions of the Supreme Court into our study. The study first briefly touches upon the concept of privilege and the legal nature and functioning of the special board for privileged shareholders; ultimately and primarily, it addresses the legal effects of the special board resolutions of privileged shareholders and the conditions of their nullity, with examinations aimed at finding solutions.