Abstract:

ABSTRACT The pre-emptive right, regulated by the provision of article 461 of the Turkish Commercial Code No. 6102, allows the shareholder of the joint stock company to purchase the shares issued as a result of the capital remain within a certain rate. Thus, the shareholder maintains its proportional position within the company. In order to exercise the pre-emptive right, as a rule, the process of exercise of the right will take place after each capital remain decision. However, the pre-emptive right is not always exercised by all shareholders. Sometimes the pre-emptive right is restricted, and the resulting shares are not purchased despite the restraining order. Case, the question of what the fate of the remained shares will need to be answered. Purpose: In this article, after giving general information about the pre-emptive right, the problem of the fate of the remained shares will be examined. Method: In this study, which is based on literature research, legal regulations and doctrine regarding the pre-emptive right were examined. Findings: The Turkish Commercial Code regulates the pre-emptive right with a single article. In addition, there are references to the pre-emptive right in matters directly related to the pre-emptive right. However, there is no clear regulation on the fate of the remained shares as a result of the exercise of the pre-emptive right. Originality: In this study, the legal use of the pre-emptive right and the possibility of restricting the exercise of the right are examined separately. In addition, the articles of association, the general assembly and the possible powers of the board of directors are mentioned.

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