The nullity of board decisions of incorporated company within the scope of protecting shareholder's

It is seen that various legal actions are taken in Turkish and Swiss Law in order to protect the rights of shareholders against the board of directors getting more powerful day by day in incorporated companies. However, even these legal actions are not be able to be enough for protecting the shareholders against the power of the board of directors. At this point, the nullity of the board decisions has special significance. The reasons for the nullity of board decisions has been organized not in a limited number and the cancelation of board decisions has not been accepted in Article 391 of TCC and in 706b with reference to Art. 714 of OR. Referred to in article 391 of TCC, "the proof for the nullity of the board decision may be asked from the court. Especially, the decisions against equal treatment principle, not suitable for the main structure of incorporated company or not pursuing capital maintenance principle, violating the inalienable rights of the shareholders in particular or limiting or hampering the usage of these, taking the non-assignable rights of other bodies and about assigning these rights are invalid." As the reasons for nullity are not limited, there are different reasons for nullity, too. Especially, the board decisions against general provisions (Article 27 of CO), contract terms, the decrees protecting the rights of potential shareholders, obligees and company employees, formal decrees and the personal rights of board members are invalid. In addition to the fact that the claim for nullity can be asserted with law suit or demurral without any time limitation by every one who has legitimate interest, because of concerning public order it is considered as exofficio by the judge. The fact that board decisions subject to nullity sanction indefinetely threatens the commercial life and law security. Because of this drawback, courts need to give decisions of nullity as a result of detailed and versatile judgements.