Shareholder Right to Information and Inspection
Commercial Law & Corporate Governance
Shareholders' right to information and inspection is a fundamental corporate governance right that enables shareholders to oversee management and protect the value of their investment. This article analyzes the scope, limitations and exercise of these rights under the Turkish Commercial Code (TTK, No. 6102).
Legal Framework
The right to information (bilgi alma hakkı) and inspection (inceleme hakkı) in joint-stock companies (Anonim Şirketler) are regulated in Articles 437–440 of the Turkish Commercial Code. These provisions create mandatory rights that cannot be waived or restricted by articles of association.
Right to Information — Scope
Every shareholder has the right to request information from the board of directors at general assembly meetings. The board is obliged to answer questions unless disclosure would damage the company's business secrets or is contrary to the company's interests. The chairman of the general assembly rules on disputed information requests.
Beyond general assembly meetings, shareholders may also request information from the board between meetings — but this is more limited in scope and is typically exercised by larger shareholders with governance influence.
Right to Inspection — Scope
The right of inspection (Articles 438–440 TTK) is more substantive. Shareholders may apply to inspect the company's books, correspondence and other documents, subject to court authorization where the company objects. The inspection right is particularly valuable in:
• Disputes between controlling and minority shareholders
• Suspected mismanagement or breach of fiduciary duty
• Due diligence prior to share transfer decisions
• Preparation for derivative claims against management
Limitations
The information and inspection rights are subject to important limitations:
• Business secrecy: Information that constitutes a business secret may be withheld
• Company interest: Information whose disclosure would damage the company's competitive position
• Scope: The right extends to documents and records relevant to the shareholder's legitimate interests, not to wholesale access to all company data
• Court authorization: Full inspection rights generally require court authorization if the company objects
Enforcement
Where the company wrongfully refuses information or inspection, shareholders may apply to the commercial court to compel disclosure. They may also raise refusal before the general assembly and, where the refusal constitutes a breach of fiduciary duty, pursue liability claims against board members.