Newsletter-21

62 NEWSLETTER 2016 share transfer can be alleged towards the company unless approved in accordance with the terms and conditions of the articles of association. The most common restrictions relate to the composition of the environment of the shareholders, in practice. As stated, above, there is no clear provision in the TCC, nor in high courts’ decisions on share transfer restrictions. Notwithstanding the above, in light of the opinions put forth by the scholars, it is possible to evaluate common examples in practice, as follows: • Share transfers to the competitors of the company: It is clear that shareholding of the competitors or relevant persons in a company would harm the economic independence of the company. It is accepted that an important reason exists for the company to not approve such a transfer. • Share transfer to a real person: Although the invalidy of such share transfer restriction is not clearly mentioned by the scholars, one can argue that such a reason is not strictly linked to the field of businesss and independence of the en- terprise. • Share transfer to a company other than the current share- holders of the company, or companies controlled by or under the common control with such shareholders: It is argued that since it allows the shares to be transferred within an extremely limited envorinment, it is not in accord with the structure of joint stock companies. • Share transfer to those from a specific profession or region: It is accepted that this common type of restriction is in a close relationship with the field of business of joint stock companies. However, what is important is the fact that a per- son from such profession or region has special knowledge and experience in that field of business of the company. Oth- erwise, since there is no interest by the company to reject the share transfer, such a reason would not be deemed important. Legal Remedies in case of Refusal by the Company As per Article 494/3 of the TCC, if the company does not refuse the transfer within three months as of its receipt of the request for