DOI: 10.26650/annales.2026.2025745 ISSN: 2687-4113

Are the Mandatory Takeover Bid and Shareholders’ Disclosure Requirements Exceptions to the Principle of the Shareholder’s Sole Obligation?

Fahriye Tokcan
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Under Article 480(1) of the Turkish Commercial Code [‘TCC 480(1)’], save for the exceptions provided for by law, no obligation may be imposed on a shareholder by the articles of association other than the payment of the share price. Based on Article 680(1) of the Swiss Code of Obligations [‘CO/OR 680/1’], the rule is referred to in Turkish scholarship as ‘tek borç ilkesi’ (the principle of the shareholder’s sole obligation) and in Swiss scholarship as ‘Grundsatz der beschränkten Leistungspflicht des Aktionärs’.In both jurisdictions, it has been argued that certain requirements laid down by capital markets legislation call the principle into question or create exceptions to it. This study asks what makes a provision an exception to the principle and applies the answer to the mandatory takeover bid and the disclosure requirements triggered by changes in shareholding structure.The question matters both for whether those provisions are to be understood narrowly under the canon singularia non-sunt extendenda and for determining the meaning and scope of the principle itself.TCC 480(1) is examined through literal, systematic, historical, and teleological interpretation to establish a criterion for the scope of the provision, and that criterion is applied to the two capital markets provisions. Since the two provisions correspond in substance, Swiss and Turkish scholarship are assessed together. The views advanced in the literature are evaluated separately regarding the conclusions they reach and the reasoning on which they rest.It is concluded that the principle prohibits only the imposition of obligations by the articles of association, and that capital markets requirements imposed on the shareholder directly by legislation constitute neither an exception to the principle nor an infringement of it.

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