The Right to Request the Postponement of Discussion of Financial Statements as a Minority Right in Joint Stock Companies and Problems Encountered in Practice (TCC Art. 420)

One of the principles that is valid in joint-stock companies is the majority principle. The majority principle ensures that the rights arising from the company relationship are used by associating them with the number of shares owned and their ratio to the capital. In order to eliminate the disadvantages of the majority principle, to provide a balance between the interests of the joint-stock company legal entity, shareholders and even third party investors and creditors, and to create a sustainable joint-stock company relationship, minority shareholders have been granted certain rights. Minority rights are subject to a dual distinction as positive and negative minority rights. One of the positive minority rights is the right to request the postponement of the discussion of the financial statements. The postponement request will be directed by the minority to the chairmanship of the general assembly meeting of the joint-stock company, and if the chairmanship determines that the conditions regarding the form and substance have been met, it will postpone the general assembly meeting to one month later for the discussion of the financial statements without the need for a separate general assembly decision. In this study, first of all, general explanations will be made on the concept of minority and the rights granted to the minority, and then the right to postpone the discussion of the financial statements will be examined in detail. The main subjects of the study will be who will postpone the discussion of the financial statements, the justification, the second meeting process and the possibility that the postponement request will not be fulfilled.