Mergers between companies are strategic steps that companies often use to increase their growth and competitiveness. However, this process can have significant legal and financial consequences, especially for shareholders. For companies operating in Antalya, it is of great importance that the merger process is carried out in accordance with the legal framework and that shareholders' rights are effectively protected. In this article, we will discuss important points regarding the protection of shareholders' rights in mergers between companies in Antalya.
Types of Mergers and Legal Framework
In Türkiye, company mergers are regulated by the Turkish Commercial Code (TTK) No. 6102 and related legislation. Mergers essentially mean the merging of two or more companies to form a single company. Types of mergers include absorption (fusion), merger (confusion) and stock swap. In absorption, one company absorbs another and continues to exist, while in mergers, two companies merge to form a new company. Stock swaps occur when one company's shares are exchanged for the shares of another company. Each type of merger has its own legal procedures and effects on shareholder rights.
Shareholders' Right to be Informed
In intercompany mergers, it is essential that shareholders are fully and accurately informed about the merger proposal and all relevant important information. The TCC requires that the information required for the merger decision be provided to shareholders in a timely and sufficient manner. This information should cover the purpose, structure, financial effects, shareholders’ rights and other important issues related to the merger. In the event of incomplete or misleading information, shareholders may have the right to object to the merger decision.
Valuation and Fair Price
In mergers, the valuation of the merging companies is of great importance. In order to protect the rights of shareholders, the price offered in the merger must reflect the true market value of the company. The valuation process must be carried out by independent and impartial experts and the valuation report must be presented to the shareholders. An unfair price offer may violate the rights of shareholders and may cause them to take legal action.
Protection of Minority Shareholders
The protection of minority shareholders’ rights is particularly important in corporate mergers. Minority shareholders have the right to vote against the merger decision and to determine the value of the shares they acquire as a result of the merger. The TCC contains certain regulations to protect the rights of minority shareholders. For example, the merger decision may be subject to the approval of the majority shareholders as well as the minority shareholders. If minority shareholders believe that the price offered to them is unfair, they may object to the merger by taking legal action.
Importance of the Merger Agreement
Successful completion of the merger process depends on the preparation of a detailed and comprehensive merger agreement. This agreement should set out all the terms of the merger, the rights and obligations of the shareholders in detail. The agreement should clearly state important issues such as payment terms, stock exchange ratios, compensation provisions and dispute resolution mechanisms. A legally sound merger agreement provides significant security for both the merging companies and the shareholders.
The Role of Legal Counsel
In the process of intercompany mergers in Antalya, it is extremely important for both the merging companies and the shareholders to receive support from an experienced legal advisor. A legal advisor provides legal advice at all stages of the merger process, ensuring that shareholder rights are protected and that the merger is carried out in accordance with the legal framework. The legal advisor plays an important role in the preparation of the merger agreement, overseeing the valuation process, protecting the rights of minority shareholders and resolving potential disputes.
Mergers between companies are complex and risky processes. Companies operating in Antalya should work with an expert legal advisor to minimize legal and financial risks and protect shareholder rights during this process, and act in accordance with legal regulations and best practices. In this way, the merger can provide long-term benefits for both companies and shareholders.