Acquisition of shareholdership in the joint stock companies through capital subscription agreements

This thesis, which consists of four parts, examines the capital subscription agreements made under the Turkish Code of Obligations, signed by the existing shareholders of the joint stock companies as the sellers and the third parties (investors) as the buyers in order to sell the shares to be issued in the company as a result of capital increases through external funds by issuing new shares according to the Turkish Commercial Code. Accordingly, the sellers shall provide the newly issued shares to the acquisition of the buyers. By doing this, new capital shall be brought to the company and the third parties in the agreement as the sellers shall be the shareholder of the company. The process of capital increases in the company through external funds by issuing new shares and the ways in order for buyers' acquisition of the new shares and the transactions to be carried out in this process are examined in this study. Additionally, the default of the parties' in the fulfilment of the obligations, their consequences and the remedies to be applied are addressed respectively. Pursuant to the method adopted in the thesis, the legal problems and the problems to be faced in practice are identified. In this context, the opinions and views in doctrine and the approach of the Court of Appeal regarding these problems are examined. The old and current Turkish Commercial Code regulations have been compared as appropriate. The Swiss Code of Obligations and international law are also taken into consideration and then the assessments related to legal problem are made.