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ISSN: 2333-9721
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-  2018 

Concept Of Corporate Control Of Publicly Held Corporations Change In Managerial Control And The Consequences Attached

Keywords: Y?netim kontrolü,pay al?m teklifi yükümlülü?ü,dolayl? kontrol,birlikte hareket edenler,?ekli anlamda y?netim kontrolü,maddi anlamda y?netim kontrolü

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Abstract:

Corporate control is a concept to which significant consequences has been attached and it is is used in corporate law, in accounting law, in banking law, in competition law and in capital market law. In this context, the central concept in the mandatory takeover bids is the change of corporate control. In this regard corporate control can be determined in two different ways. First of all control can be determined based on a qualitative approach in which subjective-factual conditions are taken into account. So, qualitative approach is the result of considering de facto control. Secondly, it can be opted for a quantitative approach, which is based on a specific shareholding threshold such as 30% or %50 voting rights. The quantitative control approach requires de jure control rather than de facto control. In Turkish capital markets law, it has been opted for the quantitative approach, instead of qualitative approach regarding mandatory bid provisions. From a functional point of view, this choice allows necessary legal certainty. However, it should also be questioned whether this preference gives the necessary flexibility as well. Should mandatory bid requirement arise only when the specified thresholds are exceed or also when change in de facto control occurs per se? In other words, should any change of control in the management without being subject to any percentage threshold set as another criterion triggering the mandatory bid obligation? In this survey, it is tried to evaluate how these issues are regulated in our legislation and how to solve the problems encountered in these issues and the solution proposal

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