Newsletter-21

43 COMMERCIAL LAW Options and Similiar Rights of Shareholders in respect of the Shares of Joint Stock Companies* Att. Tuna Colgar Even though the principle of transferability of shares in a joint stock company is deemed a general principle, not only the Turkish Commercial Code (“TCC” or “Code”) includes provisions regarding the restriction of share transfers, but also in practice, such restrictions are often regulated under either the articles of association or sharehold- ers agreements. In accordance with The TCC, the registered shares shall be transferred without being subject to any restrictions, unless otherwise regulated by the Code or the articles of association. In practice, the mechanisms and options with the aim to restrict share transfers, or compel the shareholder to transfer his/her shares which serve the keeping of a balance between the company’s share- holding structure, or preserving the power relation among the share- holders, or preventing a deadlock are observed in the form of rights conferred to the shareholders over the shares. In this article, the most common versions of such rights are examined by their most important features. The Right of First Refusal or First Option In accordance with this right, provided that the shareholder wishes to transfer his/her shares, he/she shall be obliged to first no- tify the other shareholder of such intent, and offer them the share to be transferred. Other shareholders possess a “right of first refusal” in comparison to third parties who wish to purchase the shares. 1 In this case, the shareholder wishing to transfer his/her shares shall not be deprived of the right to transfer the same; however, through prevention * Article of September 2016 1 Okutan Nilsson Gül, Anonim Ortaklıklarda Paysahipleri Sözleşmeleri, İstanbul 2003, p. 211.