THE RELATIONSHIP BETWEEN SHAREHOLDER RIGHTS IN STOCK CORPORATIONS AND COMPETITION LAW: AN EVALUATION THROUGH DODGE V. FORD DECISION

Abstract

Dodge v. Ford decision given by the Michigan Supreme Court in the United States is continuing to attract the attention of the scholarship and practitioners thanks to the debates it caused. The decision is well- known by its content on a majority shareholder declining to have the dividends distributed at the expense of the minority shareholders and its opinion expressing that the purpose of a corporation is to generate profit for its shareholders. Still, when its facts are examined, it is understood that the conflict is based on a shareholder’s purpose and action to prevent another shareholder from obtaining the finances to better compete with the dividend distributing corporation. Accordingly, the Dodge v. Ford decision shows that competition law violations may take place through general assembly resolutions in stock corporations. Based on this decision, this article provides that a general assembly resolution declining to distribute dividend may be regarded as an act of abuse of dominance under 4054 numbered Law on the Protection of Competition. In such a case, the general assembly resolution would need to be held void pursuant to 6102 numbered Turkish Commercial Code Article 447. A contrary approach would clear the way of competition law violations through internal corporate actions.