Newsletter-21

48 NEWSLETTER 2016 have only one (sole) obligation, which is the payment of the share price which he/she undertakes 14 . According to one opinion, the rights of first refusal and pre-emp- tive rights cannot be considered as additional obligations, because the shareholders declare their intention to transfer the shares. They have their say on the conditions of the transfer, and their shares cannot be subject to transfer against their will 15 . According to another view, the rights of first refusal and pre-emp- tive rights create an additional obligation for the shareholders since they are required to fulfill certain conditions if they wish to transfer their shares. Additionally, since the rights to purchase, sell, and other options mentioned, above, create an obligation to purchase and sell shares against their will, they are incompatible with the sole obligation principle, and shall not be regulated in a binding manner by the articles of association. In accordance with another opinion, the view that all obliga- tions arising from the exercise of a right that constitutes a violation of the sole obligation principle, and that they will not be binding when regulated under the articles of association, is very strict. Each instance shall be examined, individually, with regard to its incompatibility with the ratio legis of the TCC, Art. 480 16 . In our opinion, the rights of first refusal and pre-emptive rights should not be deemed additional obligations in the sense of the TCC, Art. 480 due to the existence of the shareholders’ will, and their inclu- sion in the determination of the conditions of transfer. Furthermore, the sole obligation principle stipulated under the TCC, Art. 480 is a principle relating to the relationship between the company and the shareholder that regulates the shareholder’s obligation towards the company. However, the above-stated rights and options, although granted over shares, regulate the relation among the shareholders. Ac- cordingly, it may be said that they do not violate the sole obligation principle. 14 Tekinalp p. 162. 15 Okutan Nilsson p. 242-243. 16 Tekinalp, p. 162.