Effects and consequences of option rights regulated in the shareholders' agreement and the articles of association

Shareholder agreements, which are widely used in practice by joint stock companies, are of great importance in terms of company law. One of the biggest reasons for this is the desire to provide a more flexible structure in the face of the strict rules brought by the corporate law order by determining the legal relationship between the shareholders, the relationship between the shareholders and the partnership, or the order that the partnership will be subject to. In terms of the importance of the shareholders' agreement in practice, first of all, the separate features of the opinion rights and the shareholders' agreement, as per the scope of our subject, and their differences with similar concepts in law have been examined. Shareholders of publicly held joint stock companies may not want the shares to be transferred to foreigners for purposes such as preventing alienation, personalizing the partnership or strengthening their relationship with the partnership. In this case, a transfer obstacle can be brought against the "principle of transferability of shares" regarding joint stock companies. However, the limitation of the transfer of shares is an exceptional situation and is only possible to the extent permitted by law. The provisions regarding the limitation of share transfer in joint stock companies are included in the Turkish Commercial Code. In practice, the regulations regarding share transfer restrictions included in the shareholders' agreements are frequently encountered in the articles of association. Thus, it is aimed to give a corporate effect to the provisions restricting the transfer of shares, which are requested to be written in the articles of association. In our study, the inclusion of option rights, which can also be described as share transfer restrictions, in the shareholders' agreement and the articles of association has been examined separately, and as a result of including these rights in the articles of association, the question of whether these rights can be valid in terms of company law and can be asserted against third parties was emphasized. In addition, the issue of sanctions that can be applied in case of violation of opinion rights that can gain corporate effect by being regulated in the articles of association has been discussed. Finally, the consequences of violating the option rights regulated in the shareholders' agreement were examined in terms of the types of sanctions and the issue of exact performance. The sanctions that can be applied in this context were discussed in terms of the law of obligations, company law and some Supreme Court decisions.