Newsletter-21

60 NEWSLETTER 2016 vironment of the shareholders constitute an important reason if the refusal of the request for approval in terms of the field of business of the company or the economic independence of the entreprise is justi- fied. Although important reasons are deemed to have not been listed numerus clausus , evaluation criteria for the determination of compli- ance of important reasons under the law are numerus clausus ; joint stock companies may not put forth important reasons based on other points of validity 3 . Taking into consideration that various reasons are listed as impor- tant reasons under the articles of association do not automatically make such reasons “important”. Whether or not the reasons listed under the articles of association can be deemed as important reasons in terms of Article 493 of the TCC must be evaluated in legal terms. If a reason is not considered to be important as a result of the evaluation, such restriction is construed as invalid. In order to evaluate if an important reason specified under the articles of association is valid, composition of the environment of the shareholders must be identified as per the articles of association. The TCC does not list important reasons in terms of the composi- tion of the environment of the shareholders, and there is no high court decision on the subject; consequently, there is no rooted court practice. According to scholar Tekinalp, “Share transfers in closed joint stock companies can be restricted if the limitation of the shareholders to a closed environment will provide benefits in terms of the field of business of the company or serve the economic independence of the company.” 4 Composition of the environment of the shareholders must be strictly linked the field of business and independence of the entre- prise. Within the scope of this main opinion, it is generally accepted that the refusal would be justified for reasons based on professional qualifications and competence, religious, philosophical and political 3 Defferrard Transfert 86; Martin 97; Klay Vinkulierung 149; Altay 599, 601; cit- ed from Necdet Uzel, Anonim Ortaklıkta Esas Sözleşmesel Bağlam, 1 st Edition, İstanbul, April 2013, p. 233. 4 Ünal Tekinalp , Anonim Ortaklıkta Yeni Bağlam Sisteminin Esasları, İstanbul 2012, p. 41.