Anonim Şirketlerde Oy Hakkına İlişkin Pay Sahipleri Sözleşmeleri

Abstract

The limitations imposed by our law in terms of joint stock companies and the fact that the articles of association of the company are open to the public with registration cause the need for shareholders to regulate their relations between themselves, with third parties, or with the company by a contract other than the articles of association. In this context, shareholders apply to the legal instrument called the shareholders' agreement. The shareholders' agreement may be issued regarding the use of shareholders' rights arising from share ownership or their attitudes regarding their positions in the company. The shareholders' agreement, which is not regulated under the Turkish Commercial Code No. 6102, is subject to the general provisions under the law of obligations, but also concerns the law of partnerships in terms of its structure and context. One of the most important issues regulated within the scope of shareholders' agreements is the voting rights of shareholders. Shareholders contribute to the management and audit of the company by using their voting rights. Shareholders who exercise their voting rights at the company's general assembly may wish to gain effectiveness in the company by combining their voting power for certain purposes. In this context, shareholders may realize their certain purposes by arranging agreements regarding voting rights among themselves or with third parties. Shareholders' voting rights agreements, also called voting agreements, are agreements that shareholders make between themselves or with third parties in order to use, not use, or abstain from voting rights in a certain direction. Such an agreement may also be regulated in relation to voting rights, as well as regulations on voting rights may be included in a generally regulated shareholders' agreement.