Within the context of the Turkish Commercial Code no. 6102, protection of shareholders and creditors at joint stock companies' merger

Merger is regulated under the Turkish Commercial Code No. 6102 as one of the restructuring instruments that companies may realize. Although the types of mergers are not clearly specified, it is accepted that there are two legal types thereof; "merger by acquisition" and "merger by formation of a new company". On the other hand, it is seen that provisions are especially for the merger by acquisition in the Turkish Commercial Code No. 6102. The merger has a great impact on the shareholders and creditors of the company due to the fact that at least one of the companies that are party to the merger will be terminated even without liquidation and the consequences such as total subrogation. For this reason, in our study, limited to the merger of joint stock companies, the protection of shareholders and creditors in the merger has been examined. Before moving on to the protection of shareholders and creditors, the definition, reasons and types of merger have been emphasized. Afterwards, the issue of protecting the shareholders in the merger has been examined. In terms of protecting the shareholders, many issues including the principle of "continuation of privity", the change rate of shares, the right to obtain and review information, and the obligation to increase the capital of the acquiring company in the merger through acquisition have been scrutinized. Later on, the protection of creditors in mergers has been examined by making a distinction between institutional and individual protection of creditors.