Merger by acquisition of publicly held joint stock companies in light of the New Turkish Commercial Code

The New Turkish Commercial Code, as compared with the Turkish Commercial Code in force, dramatically changed the legal regime regarding the merger of the commercial companies. Accordingly, the New Turkish Commercial Code, while providing a uniform merger procedure for all commercial companies, eliminates the dualistic merger regime concerning the publicly held joint stock companies and close corporations. However, the New Turkish Commercial Code did not only bring a breakthrough with respect to the merger procedure, it also filled the lacunae contained in the Turkish Commercial Code regarding the basic elements of the merger. Moreover, the new provisions regarding the protection of the stakeholders, especially the new rights of legal action, constitute the pillars of the new regime. On the other hand, the Capital Markets Act will continue to regulate the legal consequences of the merger in the context of capital markets.