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Anonim Ortaklıkta Yeni Bağlam ( Pay Devrinin Sınırlandırılması ) Sisteminin Esasları ( Pay Defteri Hukuku İle )

Anonim Ortaklıkta Yeni Bağlam ( Pay Devrinin Sınırlandırılması ) Sisteminin Esasları ( Pay Defteri Hukuku İle )

- Vedat Kitapçılık

Sayfa Sayısı
:  
127
Kitap Ölçüleri
:  
16x23 cm
Basım Yılı
:  
2012
ISBN NO
:  
978-605-4446-39-1

0,00 TL

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Önsöz Kuramdan Kurala serisinin üçüncü kitabı “Anonim Ortaklıkta Yeni Bağlam Sisteminin Esasları–Pay Defteri Hukuku İle” adını taşımaktadır. Konu, 6102 sayılı (yeni) Türk Ticaret Kanunu\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′nun, köklü değişikliğe uğramış bulunan nama yazılı payların devrinin sınırlandırılmasına ilişkindir. Türkiye’de, bağlamla ilgili hükümler, anonim ortaklıkların esas sözleşmelerinin hemen hemen tümünde yer almaktadır. Bu sebeple yeni hükümlerin açıklaması uygulama ve özellikle esas sözleşmelerin yeni Kanuna uyarlanmaları bakımından önem taşımaktadır. Konunun seçiminde bu iki “önem” etkili olmuştur. Bu konunun seçiminde rol oynayan birinci sebebtir. İkincisi, yeni sistem, amaca uygun yorumu üstün tutan bir ticaret hukukçusu için dayanılmaz cazibededir. Söz konusu hükümleri yorumlarken mehaz İsviçre öğretisinden pek az yararlanılmıştır. Çünkü, özellikle borsada kote nama yazılı payların devrinin sınırlandırılmasına ilişkin kurallarının çoğu, ancak Türk borsa hukukuna göre anlamlandırılabilir. İsviçre ile Türk borsa hukukları arasında en küçük bir benzerlik yoktur. ikinci olarak, bağlam konusunda 6762 sayılı Türk Ticaret Kanunu döneminde gelişmiş zengin bir öğretiye sahibiz. Bu öğretinin özgün olduğu inancındayım. Ayrıca nama yazılı payların devrinin yasaklanıp yasaklanamayacağı; alım, önalım, geri alım, kıymetli evrak niteliğinde senede bağlanmış alım (alma) ve değişim haklarının ve öneriye muhatap olma haklarının bağlam karşısındaki durumu; nihayet, nama yazılı payın satılmasının düşünüldüğü hallerde bunun diğer veya aynı gruba dahil paysahiplerine önerilmesinden doğan hakkın niteliği ve daha da önemlisi tüm bu hakların bağlamla bağdaşıp bağdaşmayacağı sorunu, kendi öğretilerimizle çözülmelidir. Kitabı, sevgili anneme derin minnettarlık duyguları ile sunuyorum. Bu incelemem için de yakın çalışma arkadaşlarım, asistanım Serpilhan Türkan Burgucu\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′ya, yeni anonim ortaklılar hukukunu derinlemesine bilen yardımcılarım Avukat Melike Demirci ile Mehtap Mertol Digili\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′ye, stajyerim Seda Şahin\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′e ve dostum Vedat Carbaş ile değerli sanatçı Murat Ece\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′ye ve dizgi operatörü Murat Temur\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′a teşekkür ederim. Ünal Tekinalp Fenerbahçe, 2012 Nisan İçindekiler I. Paragraflarla İçindekiler IX II. Ayrıntılı Olarak İçindekiler XI-XII Kısaltmalar XXI-XXII Kısaltmalarla Literatür XXII-XXIV Dizinler 111-119 Maddeler Dizini 111-114 Kavramlar Dizini 115-119 I. Paragraflarla İçindekiler Birinci Kısım Temeller § 1. AO\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′da Payın Devredilebilirliği İlkesi 1-13 § 2. Yeni Türk Ticaret Kanununun Bağlam Sisteminin Özellikleri 15-24 İkinci Kısım Birinci Bölüm Kanuni Bağlam § 3. Kavram 25-27 § 4. Yeni Türk Ticaret Kanununda Kanuni Bağlam Halleri 29-34 İkinci Bölüm Esas sözleşmesel Bağlam § 5. Bağlamın Esas Sözleşmeyle Öngörülmesinin ve Sertleştirilmesinin Usulü 35-38 § 6. Borsada Kote Edilmemiş Nama Yazılı Paylarda Esas Sözleşmesel Bağlam 39-57 § 7. Borsada Kote Edilmiş Nama Yazılı Paylarda Esas Sözleşmesel Bağlam 59-78 § 8. Devrin Yasaklanması Sorunu 79-81 § 9. Bağlam ve Önalım, Alım, Geri Alım ile Alım ve Değişim Haklarını İçeren Senetlerden Doğan Haklar ve Önerilmeye Muhatap Olma Hakları 83-87 § 10. Bağlam ve Tek Paysahipli Anonim Ortaklık 89-90 Üçüncü Kısım Pay Defteri § 11. Pay Defterinin İçeriği, Niteliği ve Kaydın YK Tarafından Silinmesi 91-104 § 12. Pay Defterinin Pay veya İntifa Hakkı Sahibi Tarafından İncelenmesi 105-112 II. Ayrıntılı Olarak İçindekiler Birinci Kısım Temeller §1. AO\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′da Payın Devredilebilirliği İlkesi I. Kavram 1 1. Hamiline Yazılı Paylarda Devredilebilirlik 2 2. Nama Yazılı Paylarda Devredilebilirlik 2 II. Bağlam 3 1. Genel Olarak 3 2. Bağlamın Nama Yazılı Payların Niteliğine Etkisi 4 3. Bağlamın Sınırları 5 4. Karşılaştırmalı Hukuk 6 a) Alman Hukukunda 6 b) Avusturya Hukukunda 7 c) Fransız Hukukunda 8 d) İtalyan Hukukunda 9 e) İngiliz Hukukunda 9 f) Avrupa Anonim Ortaklığında (SE) 10 g) ABD Hukukunda 10 5. Ana Çizgileriyle Türk Sistemi 11 6. Sistemlerin Değerlendirilmesi 11 7. Bağlamı Meşrulaştıran Hukuki Düşünce ve Bağlama Temel Veren Felsefe 12 §2. Yeni Türk Ticaret Kanununun Bağlam Sisteminin Özellikleri I. Temeller 15 1. Sistem Değişikliğinin Sebebi 15 2. Yeni Sisteme Esin Veren Kaynak 16 3. Sistemin Amaçları 17 4. Borsaya Dost NYP\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′ler Yaklaşımı 17 5. Paysahipleri Çevresinin Bileşiminin Korunması Gereği 18 6. TK ile Farklar ve Sistemin Temel Özelliği ile Etkileri 18 II. YTK’nın AO’da Bağlamla İlgili Hükümleri 21 III. Onay İstemi ve Onayı Vermeye Yetkili Organ 21 IV. Nama Yazılı Paylar Üzerinde İntifa Hakkı 22 V. Nama Yazılı Paylar Üzerinde Rehin Hakkı 23 VI. Bağlam Tasfiye 24 İkinci Kısım YTK’nın Bağlam Sistemi Birinci Bölüm Kanuni Bağlam §3. Kavram I. Tanım 25 II. Amaç 25 III. Emredici Nitelik 26 IV. AO\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′nun Kanuni Bağlamı İhlal Etkisinin Hukukî Sonuçları 26 §4. Yeni Türk Ticaret Kanununda Kanuni Bağlam Halleri I. Nama Yazılı Payların Bedellerinin Tamamının Ödenmemiş Olması 29 1. Genel Olarak 29 2. Teminat İstenmesi 30 II. Devralanın Ödeme Yeterliliğinin Şüpheli Olması 31 1. Genel Olarak 31 2. Birleşme ve Bölünme Hallerinde Devrolunan Ortaklığın Bir Ortağının Ödeme Yeterliğinin Şüpheli Olması 31 3. Devralanın Ödeme Yeterliliğinin Şüpheli veya Ödeme Şöhretinin Kötü Olması Sebebiyle Red Halinde İptal ve Tazminat Davası 33 4. İktisabın Miras, Miras Paylaşımı, Eşler Arası Hükümler ve Cebri İcra Yoluyla Gerçekleşmiş Olması 34 İkinci Bölüm Esas Sözleşmesel Bağlam §5. Bağlamın Esas Sözleşmeyle Öngörülmesinin ve Sertleştirilmesinin Şartları ile Usulü I. Genel Olarak 35 II. Ağırlaştırılmış Karar Nisabı 36 III. Bağlamın İmtiyazları İhlal Etmesi Sorunu 37 §6. Borsada Kote Edilmemiş Nama Yazılı Paylarda Esas Sözleşmesel Bağlam I. Borsada Kote Edilmemiş Nama Yazılı Paylar Kavramı 39 II. Ana Çizgileriyle Sistem 39 III. Sistemin Açıklaması 40 1. Amaç 40 2. Esas Sözleşmeye Göre Paysahipleri Çevresinin Bileşimi 42 3. Bazı Hallerin “Önemli Sebeb” Yönünden Değerlendirilmesi 43 a) Rakibin Durumu 43 b) Yabancıların Durumu 44 c) Bir Mesleğe ve Aileye Mensubiyet 45 d) Bir Yöreye Mensubiyet 46 e) Sahip Olunan Payların Sermayenin Belli Bir Yüzdesi ile Sınırlandırılması 47 4. NYP\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′leri Devreden Kişiye Payları Gerçek Değeriyle Almak Önerisi Yapılarak Onayın Reddi 47 a) Genel Olarak 47 b) YTK\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′nın 379 vd. Hükümlerinin Öngördüğü Şartların Aranıp Aranmayacağı Sorunu 48 c) Gerçek Değer Kavramı 49 d) Ön Alım Hakkının Kullanılması 50 5. Devralan Kişinin NYP\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′leri Kendi Ad ve Hesabına Aldığını Beyan Etmemesi Sebebiyle Onayın Reddi 50 6. Payların Miras, Mirasın Paylaşımı, Eşler Arası Mal Rejimi Hükümleri Veya Cebri İcra Yoluyla İktisabı 52 a) Genel Olarak Sistem 52 b) Mülkiyetin Geçmesi ve Haklarda Bölünme 52 c) Mülkiyetin ve Malvarlığı Haklarının Geçmesinin Anlamı ve Sonuçları 53 d) Katılma ve Oy Haklarının Askıda Kalması 54 e) AO\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′nun Devre Onay Vermesi ve Bütünleşme 55 f) AO\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′nun Payları Gerçek Değeriyle Almayı Önermesi 55 g) AO\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′nun Onay İstemini 3 Ay İçinde Reddetmemesinin Sonuçla 55 7. Reddin İptali ve Tazminat Davası 56 a) Davacının Dayanabileceği Başlıca Sebepler 56 b) Tazminat Davası ve İspat Yükü 57 c) Zamanaşımı 57 §7. Borsada Kote Edilmiş Nama Yazılı Paylarda Esas Sözleşmesel Bağlam I. Giriş 59 1. Borsada Kote Edilmiş Pay Kavramı 59 2. Borsada İktisap Kavramı 60 3. Borsa Dışı İktisap Kavramı 61 a) Genel Olarak 61 b) Borsa Mevzuatı Yönünden 61 c) Sonuçlar 62 II. Borsada Kote NYP\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′leri İktisap Eden Kişiyi Red Sebepleri 63 1. Genel Olarak 63 2. Esas Sözleşmede Öngörülen İktisap Üst Sınırı Yüzdesinin Aşılması Sebebiyle Red 63 a) İktisap Üst Sınırı Yüzdesinin Anlamı 65 b) Gerçek ve Tüzel Kişilerde Farklı İktisap Sınırı Yüzdesi Öngörülmesi 66 c) Ortaklıklar Topluluklarının Gerçek ve Tüzel Kişilerin, Sözleşmeler ve Diğer Mutabakatlarla İktisap Üst Sınırı Yüzdesini Dolanmak İçin Oluşturdukları Birlikteliklerin Tek Kişi Olarak Kabulü 66 d) İktisap Üst Sınırı Yüzdesi Bakımından Pay Gruplarının Tek Pay Sahibi Sayılması Sorunu 68 e) Yabancıların Reddi Sorunu 68 3. İktisap Eden Kişinin Payları Kendi Ad ve Hesabına Aldığını Açıkça Beyan Etmemesi 69 4. Payların Miras, Mirasın Paylaşımı, Eşler Arasındaki Mal Rejimi ve Cebri İcra Hükümlerine Göre İktisap Edilmiş Olması 69 III. Ana Çizgileriyle Payların ve Hakların Devralana Geçmesi Sistemi 69 1. Borsada Satın Alma Halinde 69 2. Borsa Dışında Satın Alma Halinde 70 3. İktisabın Bildirilmesi 70 a) Borsadan İktisap Halinde MKK’nın Bildirim veya Teknik Erişimin Sağlanması Yükümlülüğü 70 b) Merkezi Kayıt Kuruluşunun Yükümlülüğünün Nedeni 71 c) Borsa Dışında İktisap Halinde Bildirim 72 c1) İşleme Bir Borsa Üyesi Katılmışsa 72 c2) İşleme Bir Borsa Üyesi Katılmamışsa 73 4. Hakların Devralana Geçmesi 73 5. Kullanılamayan Haklar 73 6. Oysuz Paysahipliği 74 IV. Reddin İptali ve Tazminat Davası 75 V. Red Süresi 75 VI. “Take Over” (Bir AO’nun Kontrolünü Elde Edecek Şekilde Paylarının Devralınması) ve Bağlam 75 1. Terim ve Kavram 75 2. Çeşitleri 76 3. Kontrolün Devralınmasının Cesaretlendirilmesi 77 4. Avrupa Parlamentosu ve Konseyin 21 Nisan 2004 Tarihli ve 2004/25/AB Sayılı “Takeover Bids” 77 5. Kontrolün Devralınması ve Bağlamın, Özellikle “İktisap Üst Sınırı Yüzdesi”nin Bağdaşıp Bağdaşmadığı Sorunu 78 §8. Devrin Yasaklanması Sorunu I. TK\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′da 79 II. YTK\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\′da 80 §9. Bağlam ve Önalım, Alım, Geri Alım ile Alım ve Değişim Haklarını İçeren Senetlerden Doğan Haklar ve Öneriye Muhatap Olma Hakları I. Kavramlar 83 1. Önalım, Alım ve Geri Alım Hakları 83 a) Genel Olarak 83 b) Alım, Önalım ve Geri Alım Haklarının Borçlar Hukukuna Özgü Olmalarının Anlamı 84 c) Limited Ortaklıklar Yönünden Durum 84 2. Senede Bağlanan Alım, Değişim Hakları ve Senede Bağlanamayan Önerilmeye Muhatap Olma Hakkı 85 3. Satılması Düşünülen Payın Önce Diğer Pay Sahiplerine Önerilmesi 86 II. Bağlam ve Söz Konusu Haklar Arasındaki Farklar 86 III. Değişim ve Alım Hakkını Haiz Senetlerin Bağlam Karşısındaki Durumu 87 §10. Bağlam ve Tek Paysahipli Anonim Ortaklık I. Giriş 89 II. Halka Açılmanın Bir Yolu Olarak Tek Paysahipli AO 89 III. Kapalı AO’lara Dönüşmesi Olası Tek Kişilik AO’larda Bağlam 90 Üçüncü Kısım Pay Defteri §11. Pay Defterinin İçeriği ve Niteliği ve Kaydın YK Tarafından Silinmesi I. İçerik 91 1. TK ile YTK Arasındaki Farklar 91 2. Pay Defterine Kaydedilecek Kişiler 91 3. Kayden İzlenen Paylar ve Pay Defteri 92 4. Pay Defterine Yazılacak Kişiler Çevresinin Genişlemesinin Sonuçları 93 II. Amaç 94 III. Pay Defteri ve Bedelleri Tamamen Ödenmemiş Paylar 94 IV. Pay Defterini Tutmakla Yükümlü Organ ve Sorumluluğu 95 1. Genel Olarak 95 2. Pay Defterinin Tutulması Davası 95 V. Yazılı ve Elektronik Pay Defteri 96 VI. Pay Defteriyle İlgili AO Hükümleri 96 VII. Niteliği 96 1. Ticari Defter 96 2. Kayıtların Niteliği 97 3. Kayıtların Yapılması 97 a) İstem 97 b) İstemin İncelenmesi 98 4. Doğru ve Yolsuz Kayıt 98 a) Kavramlar 98 b) Yolsuz Kaydın Silinmesi 99 5. Pay Defteri ve Hazır Bulunanlar Cetveli 99 6. Pay Defterine Kayıtlı İntifa Hakkı Sahibinin AO ile İlişkilerinde Defterin İşlevi 99 7. Kaydın Pay Senedine İşaret Edilmesi 100 VIII. Kaydın Yönetim Kurulu Kararı ile Silinmesi 100 1. Genel Olarak 100 2. Hükmün Amacı 101 3. Kaydın Silinebilmesinin Şartları 101 a) Kaydın İktisap Edenin Yanlış Beyanına Dayanması 102 b) Payın Devren iktisap Edilmiş Olması 103 c) İlgili Kişilerin Dinlenmesi 103 4. Kaydın Silinmesinin Sonuçları 104 5. Haksız Silinen Kaydın Hükme Bağlanması 104 §12. Pay Defterinin Pay veya İntifa Hakkı Tarafından İncelenmesi I. Sorun 105 II. Sistem 106 1. Hukukî Dayanaklar 106 2. Pay Defterinin Bir Uyuşmazlık Bağlamında Mahkemece İncelenmesi 107 3. Kişisel Kaydın, Başkasına Ait Kaydın ve Defterin İncelenmesi 107 a) Pay ve İntifa Hakkı Sahibinin Kendisi ile İlgili Kaydı İnceleme Hakkı 107 b) Başkasına Ait Kaydı İncelemek Hakkı 108 b1) Paysahibi Bakımından 108 b2) İntifa Hakkı Sahibi Bakımından 111 c) Pay Defterinin Tününü İncelemek Hakkı 111 c1) Paysahibi Bakımından 111 c2) İntifa Hakkı Sahibi Bakımından 111 4. İzinle İnceleme, İzne Rağmen Engellemenin Sonuçları 111 5. Bilgi Alma ve İnceleme Davası 111 Yeni Türk Ticaret Kanununa Yapılan Yollamalar Dizini 113 Kavramlar Dizini 117 Kısaltmalar I. Genel Olarak AO : Anonim Ortakık AktG : Aktiengesetz vom 6 September 1965, Bkz: Alm. POK Art : Madde Alm LO : Alman limited Ortaklıklar Kanunu (Gesetz betreffend die Gesellschaften mit beschränkter Haftung vom 20. Mai 1898). Alm POK : Alman Paylı Ortaklıklar Kanunu (Aktiengesetz vom 6. September 1965) Alm TK : Alman Ticaret Kanunu (Handelsgesetzbuch vom 10. Mai 1897) BK : 08.05.1926 tarihli ve 818 sayılı Borçlar Kanunu BaselKomm : Basler Kommentar BGE : Amtliche Sammlung der Entscheidungen des Schweizerischen Bundesgerichts BernerKomm : Berner Kommentar Borsa AO : Pay senetleri borsada işlem gören AO Botschaft : Botschaft über die Revision des Aktienrechts vom 23. (83.015) Februar 1983 FrTK : Fransız Ticaret Kanunu (Code de Commercial) GK : Genel Kurul GroßKomm : Groß Kommentar HAAO : Halka Açık AO HMK : 12.01.2011 tarihli Hukuk Muhakemeleri Kanunu HUMK : 18.06.1927 ve 1086 sayılı Hukuk Usulü Muhakemeleri Kanunu Hrsg : Herausgeben HSPYön : İstanbul Menkul Kıymetler Borsası Hisse Senetleri Borsası Yönetmeliği HYP : Hamiline Yazılı Pay(lar) HYPS : Hamiline Yazılı Pay Senetleri İMKB : İstanbul Menkul Kıymetler Borsası İsv.BK : İsviçre Borçlar Kanunu (BG über das Obligationenrecht vom 14.Juni 1881) KotasyonYön : İstanbul Menkul Kıymetler Borsası Kotasyon Yönetmeliği KölnerKomm : Kölner Kommentar MKK : Merkezi Kayıt Kuruluşu MünchKomm : Münchener Kommentar N : Numara OFK : Orell Füssli Kommentar RG : Resmi Gazete SZW : Schweizerische Zeitschrift für Wirtschafts- und Finanzrecht TK : 6762 sayılı Türk Ticaret Kanunu YBK : 11.01.2011 tarihli ve 6098 sayılı Türk Borçlar Kanunu YTK : 6102 sayılı Türk Ticaret Kanunu ZürcherKomm : Zürcher Kommentar