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COMMERCIAL LAW
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principle, which is a valid principle in joint stock companies. The sole
obligation principle limits obligations tied to shareholder status, and does
not prevent shareholders from assuming binding obligations. Therefore,
shareholders may assume obligations subject to the law of obligations,
which would be binding among the shareholders.
Shareholders’ agreements are valid and enforceable among the parties
thereto, and do not impose obligations or give rise to rights to third parties
or the company itself. The company is in the position of a third party with
regard to legal implications of the agreement; therefore, the agreement is
outside of the scope of a joint stock company, and may not be asserted
against the company or the organs of the company
7
.
Claims concerning the performance of the agreement depend on the
fact that the provisions of the agreement may not be asserted against
the company or its organs. Concerning the performance of the SHA, in
some cases, the subject matter of a provision may be within the scope of
the authority of corporate organs. In such a case, corporate organs that
are in the position of a third party may not be held accountable for the
performance of the relevant provision.
Consequences of the Breach of SHAs
Based on its specific nature and its close proximity with the corporate
level, the consequences for breaching an SHA shall be analyzed.
The first issue to consider is whether the sanctions set forth under the
Turkish Commercial Code No. 6102 may be imposed on the breaching
party for breach of the SHA. It is argued by Turkish scholars that, since
the sanctions have been regulated for the circumstances as set forth under
the law, they are only valid for said circumstances and therefore, may not
be imposed on the breaching shareholder in case of breach of the SHA
8
.
In light of this determination, the sanctions that may be imposed
in case of breach of the SHA are sanctions set forth under the law of
7
Okutan Nilsson
, p. 278. On the other hand, it should be noted that recently, opinions
criticizing this strict classification emerged in the doctrine, and the interaction between the
company law and law of obligations of this legal relationship is emphasized.
8
Okutan Nilsson
, p. 344.