Decision On Cancellation Of Company Shares
Civil Chamber 2014/3824 E. , 2015/12948 K.
“Case Law Text”
COURT OF FIRST INSTANCE SALIHLI 2ND CIVIL COURT OF FIRST INSTANCE
DATE : 05/11/2013
NUMBER : 2011/309-2013/808
At the end of the cancellation-registration, if not the equalisation case, the decision of the local court regarding the dismissal of the main case due to hostility and the dismissal of the combined case was appealed by the attorneys of the plaintiffs of the combined case and the defendant’s attorney within the legal period with a request for hearing, and upon the notification made for Tuesday 10.11.2015, which was determined as the hearing date, the appellant’s attorney Attorney G….. S…….. and the other appellants B.. Ö… et al. attorney E……. G….. and Principal Intervener V.. M.. Izmir Regional Directorate, Attorney S…….. D…….. G…….. came, despite the invitation notification, the appellants A.. G… et al. and the other plaintiffs did not come, in their absence, the hearing started, after it was decided to accept the petition of appeal, which was understood to have been submitted and registered in due time, the oral explanations of the attorneys were listened to, the hearing was declared to be over, and the matter was left for decision. Subsequently, the report prepared by the Examining Judge……………l was read and his opinion was taken. The file was examined and the necessity was discussed and considered:
-DECISION-
The main and consolidated actions are related to the requests for cancellation of the title deed and, if registration is not possible, for equalisation.
In the main lawsuit, the plaintiffs claim that their heir Ş. K.’s shares in Salihli Sart Ç…… K……….. Limited Company to the defendant relative with the share transfer agreement dated 11.01.2011 dated S……………, stating that the assignment was for the purpose of evasion of inheritance and was collusive, that the muris did not need to sell goods, and that the defendant did not have the purchasing power, and requested the cancellation of the said share transfer and assignment transaction due to the muris collusion and the registration in proportion to the shares of inheritance, and if it is not possible, they requested a decision for equalisation.
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In the merged case, the plaintiffs repeated the same allegations, on the other hand, claiming that the company shares were not transferred in accordance with the legal form, that there was a violation of Article 520 of the Turkish Commercial Code, that the transfer of the company shares should be cancelled in accordance with the provision of Article 18 of the Code of Obligations, and requested the cancellation of the company shares registered in the name of the defendant due to the muris collusion, and the registration in proportion to their shares, and if it is not possible, they requested a decision to be made for equalisation. K…’s wife, their root heir H…… S……. K………, the wife of the deceased Ş. K., and that he left only the usufruct right of the shares to his wife by his will, and that the transfer of the shares to the defendant was collusive and void.
Principal Intervener Foundations Administration, root muris H….. S…… K………. had the intention to establish a foundation with the will dated 17.03.1966, and that his wife Ş.. K… had the right of usufruct until his death, but not the right of ownership, and upon his death, the company shares belonged to the estate, claiming that the sale to the defendant was null and void with absolute nullity, and that the company shares in the name of the defendant were cancelled and transferred to the estate of H…… S……. K………’s estate with the cancellation of the company shares in the name of the defendant.
The defendant argued that the company shares are in the nature of movable property and cannot be requested to be cancelled based on muris collusion, and that the plaintiffs of the joined case are the heirs of Ş.. K… were not the heirs of Ş. K…, that the sale of shares was real, that he worked in the company for a long time and learnt the business, that he did not work as a teacher after graduating from school, but started to work in the company and turned the spa belonging to the company into what it is today, that the heir made an offer to him when he decided to sell his shares because he knew this situation, that the share sales were made at nominal value, that the allegations were not true, and defended the rejection of the lawsuits and the lawsuit filed by the main defendant.
The court stated that the ownership of the company share transferred to the defendant did not belong to the muris Ş. K… but belonged to the root muris H…… S…… K…….., upon the death of Ş.. K…’s death, it is necessary to act in accordance with the will dated 17.03.1966 made by the root muris, the lawsuit filed for the cancellation of the will was rejected, therefore Ş.. K… was not authorised to transfer the shares of the company and the sale transaction was null and void with absolute nullity, the main case was dismissed on the grounds of hostility, the combined case was dismissed on the merits, the lawsuit of the main intervener Foundations Administration was accepted and the disputed shares were returned to the H…… S……. K……… estate, and the judgement was appealed only by the attorneys of the plaintiffs in the main case and the defendant.
From the file content and the collected evidence; H……. S….. K….., who was born in 1320, died on 11.08.1972 without children and left behind his wife Ş.. K. and his brother S……. Y……. as heirs, upon the application of Ş.. K…’s application, Salihli Civil Court of First Instance issued on 24.10.1972 dated 24.10.1972, 1972/1665 Main, 1972/1465 Decision numbered certificate of inheritance; the root muris H….. Sabri’s inheritance was accepted as 4 shares, two dry property and ¼ full property were transferred to S…. Y………., 2/4 ownership with usufruct right and ¼ ownership to Ş.. K…, on the other hand; H………. Sabri’s will dated 17 March 1966, the lawsuit filed by the heir Seher Yıldız on 08.01.1973 for the determination of the invalidity of the disposition of the will on the establishment of a foundation was rejected by the decision of Salihli Civil Court of First Instance dated 19.03.1974, numbered 1973/53 Esas, 1974/205, and the request made by the heir Ş.. K…’s request, Salihli Civil Court of Peace’s decision dated 04.03.1977, numbered 1972/150 Esas, 1973/97-2 D. İş Decision numbered; “S…….. S……. Ç………….. The shares belonging to S……… Konuk in the hot springs belong to his wife Ş.. K… and to write a letter to the aforementioned company in this regard”, and again the heir Ş.. K…’s “Muris wife H…….. S……. K……… willed with his will dated 17.03.1966 that he could benefit from his assets until his death,
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As a result of the lawsuit filed by the other heir claiming that the lawsuit for the cancellation of the will filed by the other heir was rejected, despite this, the defendant heirs registered 8 pieces of real estate in the name of the defendant heirs by obtaining a certificate of inheritance. 11.2001, with the decision of the 2nd Civil Chamber of the Court of Cassation dated 06.06.2002 and numbered 2002/6282 Esas, 2002/7658, “With the will of the heir dated 1966, he requested the establishment of a foundation to cover the whole of his estate and appointed a will enforcement officer. As the case directly concerns the Foundations Administration, the usufruct right of the plaintiff will come to the agenda after the foundation is established. In that case, the lawsuit should be directed to the Administration of Foundations and the will enforcement officers Salihli Mufti M…….. K…………., S……. Mosque Y……….. and T…….. Association President S………..n G…….., requesting the submission of the sample of the will and the evidence from these persons, if any, collecting the evidence and deciding according to the result (Case Law Unification Decision dated 17.12.1955 and numbered 16/25). Upon the reversal of the judgement with incomplete research and examination and with an incomplete adversary without considering this aspect, it required to be reversed.” Upon the reversal of the judgement on the grounds that the plaintiff’s Foundation Administration, S…….. H…… G………, M……. K……. and Salihli Mufti K………. Ö………. against S………. H………. G………., M………. K………. and Salihli Mufti K………. Ö………. on 07.10.2003, the plaintiff repeated the same allegations on 07.10.2003 and claimed the registration of 8 pieces of immovable properties in the name of the Foundations Administration in accordance with the will, and the usufruct right on the immovable properties in favour of Ş.. K… was merged with the case file that was re-registered upon the reversal and as a result of the trial, Salihli 2nd Civil Court of First Instance dated 25.03.2004 and numbered 2003/270 Esas, 2004/215; with the acceptance of the original and combined cases, the registration of the 8 pieces of immovable property subject to the dispute in the inheritance was cancelled and the shares of the muris H………… S……………. It was decided to register the guest shares in the name of the muris again, the said decision was appealed by the attorney of the defendants and the defendant of the combined case, the Foundations Administration, but the appeal requests were not deemed appropriate and finalised on 21.09.2005, the muris Ş.. K…’s S……… S……….. Ç……. K………. Limited Company to the defendant by sale with the “Limited Company Share Transfer Agreement” dated 11.01.2011 by Salihli 3rd Notary Office, Ş.. K…, who was born in 1928, died on 01.02.2011, the plaintiffs of the main case, the defendant and the non-suit heirs remained as heirs, and with the death of S…… Y…….., the heir of the root muris Hüseyin Sabri Konuk, on 17.11.1988, it is understood that the plaintiffs of the combined case remained as heirs.
As it is known; Article 74 of the Turkish Civil Code numbered 743 states that “A foundation is established by official deed or by will and becomes a legal entity upon registration in the registry kept before the court of first instance at the place of residence of the founder. The court shall register the matter of registration with the central registry at the V.. M. to be registered in the central registry at the Court of First Instance.” The same principles are preserved in the Turkish Civil Code No. 4721 adopted on 22.11.2001 and Article 102 of the aforementioned code reads as follows: “The will to establish a foundation shall be declared by an official deed or a death-dependent disposition. A foundation acquires legal personality upon registration in the registry kept before the court of the place of residence. Establishment of a foundation with an official deed through a representative depends on the fact that the authorisation of representation is granted by a document issued by a notary public and that the purpose of the foundation and the property and rights to be endowed are specified in this document. The application to the court shall be made by the founder if an official deed has been drawn up, or if the foundation is based on a testamentary disposition, upon the notification of the persons concerned or the judge of the peace who opened the will, or by the V. M. shall do so ex officio. The applied court shall take the necessary measures for the protection of the property and rights ex officio.”
As for the concrete case, as pointed out in the above-mentioned decisions, although the heir Hüseyin Sabri Konuk revealed his will to establish a foundation with the will he made on 17 March 1966, pursuant to Article 74 of the Turkish Civil Code No. 743 and Article 102 of the Turkish Civil Code No. 4721, which entered into force later, since there is no question of the existence of a foundation that has acquired legal personality by being registered in the relevant registry, the Foundations Administration does not have the right and authority to file a lawsuit in terms of the company shares subject to the dispute.
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As for the appeal objections regarding the merged case;
It should be noted immediately that it is not possible to apply the Unification of Jurisprudence Decision dated 1.4.1974 and numbered 1/2 in the transfer of company shares, which is an assignment of a personal right.
However, from the content of the file and the records included in the documents; it is seen that the company shares subject to the dispute and transferred to the defendant belonged to the root heir H…… S……. K……… belonged to the root heir.
In that case, S.. K… has the right and authority to dispose of the company shares in proportion to his inheritance share, and it is clear that the transfer of shares to the defendant’s relative other than his inheritance share is corrupt.
As such, the lawsuit filed by the Foundations Administration should be dismissed due to lack of title, and in terms of the combined lawsuit, the muris Ş.. K… transferred the company share to the defendant, except for the inheritance share of Ş. K…’s inheritance share from the company share transferred by the muris Ş. K… to the defendant to the defendant and the registration should be decided in the name of the plaintiffs of the merged case in proportion to their inheritance shares, but it is not correct to have made a decision as written with an erroneous evaluation.
The appeal objections of the attorneys of the plaintiffs in the merged case and the defendant’s attorney are appropriate for the reasons stated. It was decided by majority of votes on 10.11.2015 that the judgement shall be accepted and the judgement shall be DISMISSED for the reasons explained (with reference to the provisional Article 3 of the Law No. 6100) in accordance with Article 428 of the Code of Civil Procedure No. 1086, the prepaid fees shall be returned to the appellant, and in accordance with Article 14 of the Attorney’s Fee Tariff which entered into force on 31.12.2014, 1.100.00.-TL. hearing attorney fee for the attorneys of the appellants shall be mutually received and given to each other.
-VOTE AGAINST-
The lawsuit is related to the cancellation of title deed and request for equalisation if not registration.
In the main lawsuit, the plaintiffs claimed that their heir Ş. K…’s Salihli S………….. L…………. Company to the defendant with the company share transfer agreement dated 11.01.2011 issued by Salihli 3rd Notary Public, claiming that the transfer was for the purpose of evasion of inheritance and was collusive, and requested the cancellation of the share transfer and assignment transaction due to the muris collusion and the registration in proportion to their inheritance shares, and if not possible, the decision to be made for restitution.
The plaintiffs of the consolidated case claimed that the company shares were not transferred in accordance with the form specified in Article 520 of the Turkish Commercial Code, that the transfer was collusive in accordance with Article 18 of the Code of Obligations, and that the company shares in the name of the defendant should be cancelled in proportion to their inheritance shares and should be registered in their names, and if it is not possible, should be decided to be compensated, during the trial, the shares subject to the lawsuit were cancelled by the root heir H…….. S………. K……, and that only the usufruct right of the shares was left to his wife Şayan by the will, and therefore the transfer of the shares was collusive and null and void.
The defendant defended the dismissal of the lawsuits by stating that the company shares are in the nature of movable property and cannot be subject to muris collusion, that the plaintiffs of the combined lawsuit are not heirs, therefore they do not have the right to file a lawsuit, and that the company share sales are real sales over the nominal value.
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The main intervener V.. M… argued that the root heir Hüseyin S………….K…………. intended to establish a foundation with his will dated 17.03.1966 and that H……….. S…………… Konuk left the usufruct right of the assets to his wife Şayan until his death, that Şayan has no right of ownership in the company shares, that the sale of shares is null and void with absolute nullity, and requested the cancellation of the company shares in the name of the defendant and the decision to return them to the estate of the heir Hüseyin Sabri Konuk.
The court dismissed the main lawsuit due to hostility, dismissed the consolidated lawsuit on the merits, accepted the lawsuit of the main defendant and ruled that the limited liability company share sale agreement dated 11.01.2011 and numbered 00429 is null and void with absolute nullity and the shares shall be returned to the heir H……….. S……… It was decided to return it to the Konuk estate, and the decision was appealed by the plaintiffs of the consolidated case and the defendant.
From the file content and the collected evidence, the root inheritor Hüseyin S…………….. Konuk died on 11.08.1972 without children and his wife Ş.. K… and his sister Seher Yıldız, and Ş… K…’s death on 01.02.2011, the plaintiffs of the main lawsuit, the defendant and the non-suit heirs, and his brother S………….Y……………’s death on 17.11.1988, it was determined that the plaintiffs of the combined lawsuit remained as heirs.
The subject of the lawsuit is that the inheritor Ş.. K…’s husband Hüseyin Sabri Konuk’s estate, S………… S………… Ç………….K………….. L……………Ş…………i, 40% shares with a nominal value of 800,00 TL for 32 shares to the defendant S.. C…
Dispute, H……….. S…………i Whether the company shares in the Konuk estate were transferred to his wife Ş.. K…, to whom the ownership of the company shares belongs, accordingly, whether the company share sale transaction subject to the lawsuit is legally valid, whether the transaction is collusive, and whether the main intervener V.. M. has the title of plaintiff party in the case, and whether the Administration of Foundations can request the return of the shares to the estate.
With the will dated 17.03.1966, the heir Hüseyin Sabri Konuk; (article-1) excluding the Salihli mithatpaşa street 33 numbered house and outbuildings he owns, including his car if it is available after his death, Orhaniye street 19/A numbered two-storey store, S……….Shares in the hot springs, E……. E……….. Company, 10.000,00 Turkish Liras shares in E…….. E……. Company, with the purpose and purpose shown in the will, allocated in accordance with the conditions determined, with the name of S…….K…….., having a legal personality, based on the authorisation mentioned in Article 457 of the M.K., which he willed after his death, (article-2) all of the goods that he willed after his death, (article-2) his wife Ş.. K… by saving until his death, in the administration of these properties, by employing him with a salary S…………. G…….. in the administration of these properties, (article-3) Wife Ş.. K… marries another man or if her illegitimate status is determined by a judge’s decision, she will be removed from the house by giving some household goods, (article-5)
If she does not marry another man, Ş.. K … can live in the house until the end of her life, and after her death, the administration of the house as a “mufti house” will be transferred to the Committee, (article-4) Except for the house numbered 33, all of the real estate and the others will be transferred to S…….K…….. title until the end and the house numbered 33 to be allocated as a mufti house provided that it bears the same title, (article-6) to whom money and aid will be made after his death, (article-7) the sale of cars and commercial goods and the annual administration of Ş.,. K… to be met from the share income in Sart Hot Springs after the annual administration expenses of Ş.., K… are deducted, after his death, the will is immediately registered and registered in the court after his death, for the enforcement of the will, according to the provisions of Article 497 of the Civil Code, Salihli mufti, the president of the mosque building and living association, Mehmet Kahraman and Selahattin Gümüş were appointed as enforcement officers, (article-8-9) how religious ceremonies and prayers will be performed after his death.
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In the file numbered 1972/150 Main, 1972 /150 Decision of Salihli Civil Court of Peace, the will of the root inheritor H………. S……………..Konuk’s will dated 17.03.1966 was opened.
Root inheritor H………… S……………….. K…….’s will dated 17.03.1966, regarding the determination of the invalidity of his disposition on the establishment of a foundation, the heir S……………. The lawsuit filed by the heir S………….. Y………….. was rejected and finalised with the decision of Salihli Civil Court of First Instance dated 19.03.1974, numbered 1973/53 Esas, 1974/205.
With the decision of Salihli Civil Court of Peace dated 04.03.1973, numbered 1972 /150 Esas, 1973/97-2 Değişik İş, ” S…….. S……. Ç………..K……….. Hüseyin S………….i K……….’s shares belonging to his wife Ş.. K., and to write a letter to the aforementioned company in this regard”.
Ş.. K…, the case for the cancellation of the will resulted in rejection, the will left the disposition of the assets subject to the will to him until his death, but despite the will, some of the H……… S…….. i heirs obtained a certificate of inheritance and 8 pieces of immovable property in the estate were transferred to the heirs, the first decision rendered in the lawsuit filed with the request for cancellation of the title deeds and registration in the name of Hüseyin Sabri Konuk, with the decision of the Y………… Law Chamber dated 06.06.2002, numbered 2002/6282 Main, 2002/7658 Decision, “With the will of the heir dated 1966, he requested the establishment of a foundation to cover the whole of his estate and appointed a will enforcement officer.
As the lawsuit directly concerns the Foundations Administration, the usufruct right of the plaintiff will come to the agenda after the foundation is established. In that case, the lawsuit should be directed to the Administration of Foundations, again the executors of the will, Salihli, Mufti M……. K………… S………C……….Y……. and Y…….. D……………..B……… and S………….. G…………., their evidence should be asked from these people and a decision should be made according to the result, while the judgement given with incomplete examination required reversal.” Upon reversal on the grounds of reversal, the Foundations Administration, Salihli, Mufti K…….. Ö…….., Selahattin Hilmi Gümüş and M…….. K…………, Salihli 2nd Civil Court of First Instance dated 25.03.2004. With the decision dated 25.03.2004 and numbered 2003/270 Esas, 2004/215 Decision; it has been determined that the original and consolidated cases were accepted, the registration of the 8 pieces of immovable property subject to the case as a participation in the inheritance was cancelled and the shares of Hüseyin S… K……………. were re-registered in his name, and the decision was finalised on 21.09.2005 after passing the Supreme Court of Appeals.
The material facts put forward by the parties, Root heir H…….. S…….. K……….., the contents of the will, the contents of the lawsuit files filed and finalised in relation to the will, and all the evidence considered together; the root inheritor H…….. S……. K…….’s will dated 17.03.1966, it is understood that with the will dated 17.03.1966, he established a foundation in accordance with the purpose he determined and allocated all his assets, except the house number 33, to the foundation to bear his name, and if he lived under the conditions determined in the will, he left the right to use these assets to his wife Ş.. K… until his death.
As it is known, Article 74 of the Turkish Civil Code No. 743, which was in force on 11.08.1972, the date of the death of Hüseyin Sabri Konuk, the root inheritor; “A foundation is established with an official deed or by will and becomes a legal entity upon registration in the registry kept before the court of first instance at the place of residence of the founder. The court shall register the matter of registration with the central registry at the V.. M.”, and Article 102 of the Turkish Civil Code No. 4721, which regulates in the same direction, reads as follows: “The will to establish a foundation is declared by official deed or testamentary disposition….
The application to the court shall be made by the founder if an official deed has been issued; if the foundation is based on a testamentary disposition, it shall be made ex officio by the General Directorate of Foundations upon the notification of the persons concerned or the judge of the peace who opened the testament. The applied court shall take the necessary measures for the protection of property and rights ex officio.”
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Again; Article 5 of the Regulation on Foundations Established According to the Provisions of the Turkish Civil Code, amended by Article 1 of the Law No. 2159 dated 13.08.1991, states that “In foundations established by will, the magistrate judge who opened the will, and in foundations established by official deed, the notary who issued the official deed, shall send a copy of the will or official deed to the Directorate General of Foundations within seven days. M. within seven days….. If no request for registration has been made by the founder or the heir in case of death within three months, or if the founder is a legal entity but has dissolved, the application for registration of the foundation shall be made by the V.. M…”, Article 3/3 of the Regulation on Foundations Established According to the Provisions of the Turkish Civil Code published in the Official Gazette dated 25.03.2013 and published in the Official Gazette dated 28629, “In foundations established by will, the heir of the founder or the person officially appointed by the founder to administer the inheritance may request registration.
If no application has been made by them within three months from the date of the opening of the will, the application for the registration of the foundation shall be made by the V.. M. shall apply for the registration of the foundation.” Article 6 of the Regulation on Foundations published in the Official Gazette dated 27.09.2008 and numbered 27.010 states that: “A foundation may be established for registration after the death of the founder. In foundations established in this way, the magistrate sends a copy of the document on which the foundation is established to the General Directorate within seven days…. According to the regulations, in the establishment and registration of foundations established by testamentary disposition, the Directorate General is authorised and responsible for the establishment and registration of foundations established by testamentary disposition. M. is authorised and responsible.
In the concrete case; with the will dated 17.03.1966, the purpose of the foundation and the property and rights to be dedicated were determined and the establishment of the foundation on death was willed, the will enforcement officers were appointed, the will was opened and finalised, but as a result of the lawsuit filed upon the transfer of the ownership of 8 pieces of immovable property dedicated to the foundation to the heirs despite the will, the immovable properties were returned to the H…… S….. on 21.09.2005 K…… estate, the General Directorate of Foundations became aware of the establishment of a testamentary foundation through this lawsuit, and in accordance with the provisions of the aforementioned law, statute and directive, V.. M… is authorised to make the official establishment of the testamentary foundation, it is undisputed that he has the legal interest and the title of plaintiff in filing a lawsuit for the return of the company shares allocated to the foundation to the inheritance and the protection of the foundation assets, therefore, the intervener plaintiff V.. There is no inconsistency in the acceptance of M.’s lawsuit.
On the other hand; the root heir H…… S…. K…… inheritance, except for the house numbered 33, all the assets in the estate, except for the house numbered 33, were dedicated to the foundation assets to be established with the will, the right of usufruct of the assets in the estate until death was left to the right spouse, this situation was also accepted by Ş.. K… also accepted this situation, Ş.. K…’s application as the owner of the usufruct right, Salihli Civil Court of Peace dated 04.03.1973, with the decision dated 04.03.1973, numbered 1972 /150 Esa, 1973/97-2 Amended work, “S…. S… Ç….. K………….H………….. S…………… K…………’s shares belonging to his wife Ş.. K…” and the lawsuit filed by Ş. K… as the usufruct right holder, and Salihli 2nd Civil Court of First Instance dated 25.03.2004.
With the decision of Salihli 2nd Civil Court of First Instance dated 25.03.2004 and numbered 2003/270 Esas, 2004/215 Decision; it was decided that “the registration of 8 pieces of immovable property as participation in inheritance was cancelled and the shares of Hüseyin Sabri Konuk were re-registered in his name”, for all these reasons; the right of use of the company share certificates subject to the lawsuit until death belongs to the rightful spouse Ş.. K…, the right to use the company shares subject to the lawsuit until death belongs to the surviving spouse Ş… K…, the ownership of which is dedicated to the foundation, the company shares constitute an important part of the foundation’s assets, therefore, the inheritor Ş… K…’s transfer of the company shares to the defendant on 11.02.2011 by sale on 11.02.2011 has no legal basis, there is no inconsistency in the court’s decision to accept the transfer transaction as null and void and to decide to return the company shares to the estate of Hüseyin Sabri Konuk to be processed within the scope of the will.
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In conclusion, the will dated 17.03.1966 bequeathed the establishment of a testamentary foundation, the company shares subject to the lawsuit were dedicated to the assets of the foundation, the will bequeathed to the surviving spouse Ş.. K… was granted the right of usufruct on the estate properties until death, the share transferor Ş.. K… has no ownership and inheritance right on the company shares, therefore the transfer of the company shares to the defendant is legally null and void, on the other hand, the V… M…is authorised and responsible for the establishment of the foundation upon death and the protection of the assets allocated to the foundation, and the lawsuit of the intervener plaintiff V.. M., and for these reasons, I am of the opinion that the appellate objections of the plaintiffs of the consolidated case and the defendant should be rejected and the court decision should be approved.
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