Halka açık anonim ortaklıklarda yönetim kontrol değişikliği ve çağrı

Abstract

During the preparation of Ph.D thesis of which the subject is merger, acquisition and bid in the publicly held joint-stock corporations, after giving general information related these notions, the notion of change of management control (Takeover) is intensively examined. As the change of management control in the publicly held joint-stock corporations is not a common case in Turkey, the historical process and the situations in the USA and UK where Takeover cases are intensively experienced are examined in detail. In the light of regulations and case law, the notion of takeover is discussed in detail by creating different chapters related the countries in question. While the emergence of the notion of takeover in the USA and UK and the regulations that are put into effect are explaining, the approaches of the American and English laws are researched by emphasizing on the perspectives of the two countries on the subject. The William Act in the USA and the Takeover Code in the UK are studied in the thesis for the reason that they are the main rules that governing Takeover. Besides of these two countries the approach of the EU law to the takeover is emphasized in accordance with the EU Directive related takeover. In the last chapter of the thesis, the regulations related to the change of management control are examined within the frame of the provisions of the Capital Markets Law, Capital Markets Board Comminiqué Serial: IV No. 44 and Turkish Commercial Law.