a)
Inspection right
Each of the companies participating in the merger is obliged to present the following documents, within thirty days before the general assembly resolution, to partners, to bearers of securities issued by the company, to profit sharing certificate holders, to stakeholders and to other relevant parties for inspection purposes at their head office as well as in branches and in the case of public companies at locations determined by the Capital Markets Board. Such documents are also published in the web sites of each capital company:
- Merger agreement,
- Merger report,
- Year-end financial statements, annual reports and if necessary interim balance sheets of the last three years.
Partners and the aforementioned parties may request copies of these documents and hard copies if available. These documents are provided free of charge.
Each of the companies participating in a merger:
- Refers to the inspection right in the announcement that is published in the Turkish Trade Registry Gazette and the web sites,
- Announces the parties to whom the aforementioned documents have been presented and locations where these documents are made available for inspection in the Turkish Trade Registry Gazette as well as in the newspapers as specified in the articles of association and the web sites at least three business days before such documents are presented.
Small and medium sized companies may not exercise the inspection right in case of approvals of all partners.
b)
Information regarding changes
in assets
If any significant changes in the assets and liabilities of one of the companies participating in the merger take place between the dates of merger agreement signing and presentation of this agreement to the general assembly for approval, the management reports in writing to its general assembly and the management bodies of companies participating in the merger with regards to this matter.
In this situation the management bodies of companies participating in the merger determine if it is necessary to amend the merger agreement or terminate the merger. In which case, the proposal to present for approval is withdrawn. Otherwise, the management body explains at the general assembly the reason as to why it is not necessary to amend the merger agreement.
c)
Merger resolution
The management body presents the merger agreement to the general assembly accordingly:
- In the joint stock companies, the merger agreement must be approved by the general assembly with three quarters of votes present at the general assembly provided that such votes represents the majority of main or issued capital.
- In the LLCs, the merger agreement must be approved with the votes of three quarters of all partners provided that such votes represents at least three quarters of capital.
- Unanimous approval of all partners is required in cases where additional liability and personal performance liabilities are given through the acquisition, or if such liabilities are available they are broadened in a joint stock company acquired by a LLC.
- If a cash payment for withdrawals is stipulated in a merger agreement, this matter must be approved by the votes of ninety percent of all partners holding voting rights in the case where the transferred company is a personal company, or the existing voting rights if it is a joint stock company.
- If a change related to the scope of activity of the transferred company is stipulated in the merger agreement, the merger agreement must be approved with the quorum required to amend the articles of association.
