Fundamental transactions in public joint stock companies and appraisal right

Capital is vital for economic development. Currently, alongside the capacity for capital owners to make direct investments, publicly-held corporation structures have emerged and gained popularity. Intermediary institutions in the capital market enable small savers to acquire shares issued by publicly-held corporations as investors. The activities of publicly-held companies with many shareholders and large capitals in the capital market are under the strict supervision and audit of the "Capital Markets Board" within the framework of the "Capital Markets Law" No. 6362. Throughout history, the ability of partnerships to make decisions with quorums based on the majority of votes has led to the need to protect minority shareholders against the majority. One of these arises in the case of a decision on fundamental transactions in the general assembly of publicly-held companies. The procedures and principles for determining fundamental transactions and the right to exit resulting from such transactions are specified in the "Capital Markets Law" numbered 6362 and the "Communiqué on Fundamental Transactions and Apprisal Right (II-23.3)" published by the "Capital Markets Board" within this scope. Shareholders opposing the approval of fundamental transactions at the general shareholders' meeting are entitled to exit the partnership. While the publicly-held corporation is required to buy the shares that are eligible for the appraisal right, the executive board has the power to allow these shares to be sold to other shareholders or investors, provided that they are given the first opportunity to purchase them.