Anonim Şirketlerde Şirket Ele Geçirmelerine Karşı Savunma Mekanizmalarından Biri: "Poison Pills" ve Türk Hukukunda Uygulanabilirliği

Abstract

Defense mechanisms are the methods developed to prevent the seizure of company control through takeover bids, which are the product of Anglo-American law, whose capital markets are large and deep. The target company, which is under the threat of a hostile takeover, sometimes resorts to various defense mechanisms in order to eliminate the takeover bid and sometimes to revise the bid terms in favor of the target company and its shareholders. In this context, one of the defense mechanisms applied by the target company against hostile takeovers is ‘poison pills’. ‘Poison pills’ is a method established by the board of directors of the target company, which is sometimes authorized by the articles of association in the organization and sometimes by the general assembly, against an existing or potential takeover offer in general, and gives contingent rights to the shareholders of the target partnership in case of a takeover attempt. Although the use of ‘poison pills’ in international law differs in each legal system, the criticisms against ‘poison pills’ are generally gathered on the grounds that it violates the principle of equality between the shareholders. From this point of view in this study has been revealed first of all taking control of the company through takeover bids and general approach to defense mechanisms, the place of ‘poison pills’ among defense mechanisms, its types, conditions of application and the authority of enforcement are examined and the issue of applicability of ‘poison pills’ in Turkish law.