What happens when organisations whose public shareholding remains below the threshold merge to form a new affiliate? The 1978 principle decision answers that question.
The Details of the Decision
| Field | Information |
|---|---|
| Decision number | 70 |
| Decision date | 25.08.1978 |
| Official Gazette date | 22.09.1978 |
| Official Gazette number | 16412 |
The Text of the Decision
“Where the total of the capital shares, in the new affiliates established with the participation of one or more of them or in another manner, of the institutions, organisations or affiliates that are not obliged to have their announcements and advertisements go through the Agency because their capital shares remain below the rate provided for in Article 29/b of Law No. 195, reaches the rate provided for, they are treated like the organisations within the scope of the said provision.”
The Logic of the Decision
| Stage | Situation | Result |
|---|---|---|
| Before | The capital share is below the rate in Art. 29/b | Not obliged to have its announcements and advertisements go through the Agency |
| Then | A new affiliate is established with the participation of one or more of them or in another manner | — |
| Criterion | The total of the capital shares in the new affiliate reaches the rate provided for | Treated like the organisations within the scope of the provision |
The Basis: Law 195, Art. 29/b
The announcements not bearing the character of advertising given by general and annexed budget offices, special provincial administrations, municipalities, villages and State Economic Enterprises, and by bodies more than half of whose capital belongs to public law legal persons, are regarded as official announcements.
The Connection with Art. 42 of Law No. 195
The announcements and advertisements that the offices and bodies referred to in sub-paragraph (b) of Article 29 and the other institutions established by law or by Presidential Decree, or their affiliates, will give to newspapers and magazines published in places where the Agency has a branch may only be published through the Press Advertisement Agency. We covered the detail in the exceptions for private announcements.
The Purpose of the Decision
The decision closes off the possibility of avoiding the Agency by staying below the threshold: when several organisations with a low public shareholding come together to establish a new affiliate, that affiliate falls within the scope if the total public shareholding in it exceeds the threshold.
A Decision of Similar Character: SEE Affiliates
General Assembly Principle Decision No. 42 (14.02.1969, OG 11.06.1969–13220): although not being among the offices and bodies referred to in sub-paragraph (b) of Article 29 of Law No. 195, the announcements not of an advertising character of the affiliates in which those offices and bodies and the State Economic Enterprises and Institutions subject to Law No. 440 hold more than 50% of the capital are regarded as official announcements. We covered the detail in the announcements of the affiliates of State Economic Enterprises.
Reading the Two Decisions Together
| Decision | Situation covered |
|---|---|
| 42 (1969) | Affiliates in which offices, bodies and SEEs hold more than 50% — their announcements not of an advertising character are official announcements |
| 70 (1978) | Where the total of the shares in a new affiliate established with the participation of organisations below the threshold reaches the threshold, it falls within the scope |
The Binding Force of Principle Decisions — Law 195, Art. 30/3
The principle decisions that the General Assembly takes on this subject in that way or of its own motion are final and are published in the Official Gazette.
Conclusion
Under General Assembly Principle Decision No. 70 of 25.08.1978, where the total of the capital shares, in the new affiliates established with the participation of one or more of them or in another manner, of the institutions, organisations or affiliates not obliged to have their announcements and advertisements go through the Agency because their capital shares remain below the rate in Art. 29/b of Law No. 195, reaches the rate provided for, they are treated like the organisations within the scope of that provision.