Newsletter-21

47 COMMERCIAL LAW the purchasing party purchases the same amount of shares, although not from the same shareholder, but from all of the shareholders exer- cising their right to participate in the transfer 13 . Generally, this option is used in order to provide the minority with the opportunity to quit the company, provided that the major- ity shareholder decides to sell its shares and, therefore, the control over the company is changed, and is aimed to protect the rights of the minority shareholders. Drag-Along Option The shareholders who hold this right have the right to force other shareholders to sell their shares under the same conditions to a pur- chasing third party, when their own shares are being sold to such third party. Given that this right is exercised, the other shareholders who are the addressees of the drag-along option are obliged to sell their shares under the same conditions to the purchaser. In general, this option is used when the majority shareholders wish to sell their own shares, and is intended to make all of the company shares subject to transfer through dragging the minority shareholders and, accordingly, making it possible to obtain the maximum price for company’s shares, and facilitating the transfer of shares. Discussions Regarding the Sole Obligation Principle In the event that the above-mentioned rights and options are regu- lated by the shareholders’ or similar agreements, there is no doubt that they will be valid with regard to the law of contracts. However, there are different opinions regarding the binding nature thereof, if they are regulated by the articles of association. Pursuant to the TCC, Art. 480, “Apart from the exceptions stipu- lated by the Code, no other obligation shall be assigned to the share- holders by the articles of association except for the (…) payment of the share price.” In accordance with this principle, namely the sole obligation principle, the shareholder of a joint stock company shall 13 Okutan Nilsson p. 225.