Newsletter-21

84 NEWSLETTER 2016 the discretion of the shareholders, and the legislator does not deem it appropriate to intervene in this subject 4 . If the articles of association regulate the events where the transfer will not be permitted, the general assembly will be obliged to comply with such regulations, and cannot refrain from approving, other than in those events specified under the articles of association. Similarly, in the event of existence of provisions prohibiting or aggravating the transfer, the general assembly will be bound by such while taking the decision for approval. Restriction, prohibition, or facilitation of the transfer of shares is among the important decisions. The general assembly is entitled to decide upon the removal of the approval requirement, or prohibition of the transfer, if at least two-thirds of the votes represented in the meet- ing and the simple majority of the entire share capital exist at the same time. As per the general provisions, it is possible to stipulate higher quora under the articles of associations. Disapproval by the General Assembly The general assembly does not have to approve the transfer. Un- less specified otherwise under the articles of association, the general assembly is entitled to reject the transfer without giving any reasons. However, this authority cannot be used for convenience, or in breach of good faith principles 5 . In the event of rejection, the transfer shall not take effect for the parties, nor for the company. If the articles of association prohibit the transfer, or the general assembly does not approve it, the subject shareholder’s right to exit from the company with just cause is reserved. The transferor share- holder must then request from the court to exit from the company by claiming that there are just causes preventing him from staying in 4 Ünal Tekinalp , New Law of Stock Corporations, 3rd Edition, İstanbul 2013, p. 483. 5 Hasan Pulaşlı , Companies Law General Provisions, Updated 2nd Edition, An- kara 2013, p. 728.