Dissolution of joint stock corporations by just cause

One of the most effective ways of minority shareholder protection; dissolution (judicial resolution) of joint-stock corporation by just (good) cause. The method that preferred by author is presenting the achieved results by detailed examination and analyze of whole legal institute in Turkish-Swiss legal doctrine and practice. The dissolution of joint-stock Corporation in Turkish Law is regulated for the first time in (new) Turkish Commercial Code number 6102 and in date of 2012, article 531. The reference of article is represented in Swiss Code of Obligations (OR) 736 c. 4. As regulated in Swiss Law, the institute is based as a right of action entitled to minority shareholders who own shares that represent ten percent of capital. Commercial court could decide the resolution of company if the good reasons are occurred. Therefore determination of just reasons that will lead to dissolution of the Corporation under Article is one of the basic subjects of the study. Both in the Swiss and Turkish law, beside the dissolution of company as an ultimo ratio (last reason), the judge is authorized to decide to appropriate and acceptable solutions; so these solutions and the results of the well-known forms of solutions is an important part of the study. As a distinction from Swiss law is removal of minority shareholders as payment of their shares? actual value is clearly mentioned in Article 531. This important legal institution is outshining through other appropriate and acceptable alternative solution methods; and highly focused on the legal institution and its results in this study.