Özet:

The right to purchase new shares on consisting legally and be in scope of application with the statement of legislative; preemptive right has brought about legal arrangement with Turkish Commercial Code No. 6102. There are provisions of the act required to make colloquium on some sections of the preemptive right which is under the influence of German and Swiss law. There are no clarity brougt with legislative about legal conclusion about non-use of preemptive right on capital increase, possibilities of signing shareholding commitment letter with shareholders, the sentence set out with Turkish Commercial Code No. 6102 Art. 456/1 on capital increase “Unpaid of nonessential amounts in proportion as capital don’t prevent capital increase.”. Interpretation of issue has been left to power of discretion with doctrine and judicial decisions without setting out minimum limit, as a result, implementation of a provision differences have been caused. Therefore, the issue has to be examined legally with foreign law framework. In this article, legal conclusion about non-use of preemptive right and partially discharge of subscribed capital commitments on capital increase dispute are examined with foreign law, continuity of company principle, preemptive right of shareholders principle, right of participation to capital of shareholders, principles of corporate governance.

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