NEWSLETTER-2017

35 COMMERCIAL LAW Voting Agreements under Turkish Law* Att. Ecem Cetinyilmaz Introduction In principle, shareholders exercise their right to vote in general assembly meetings in accordance with the ratio of the total nominal value of their shares to the company’s share capital. Each shareholder is entitled to one vote, even if it has only one share. Shareholders who do not possess a sufficient number of shares to have a meaningful role in the company’s management need the support of the other share- holders, which they can provide by means of voting in the same vein as such shareholder, in general assembly meetings. In order to secure such other shareholders’ voting support, a voting agreement is usually entered into between these parties. A voting agreement can be defined as an agreement that contains an undertaking as to vote in a certain direction or via a specific representative, not to vote completely or partially, or to give abstaining vote in the general assembly meeting(s) of a company 1 . This Newsletter article examines the legal characteris- tics, types, validity and limits of voting agreements, as well the conse- quences attached to the failure to comply with the provisions thereof. Legal Characteristics and Types of Voting Agreements Voting agreements are subject to the provisions of the law of obligations. As it is not possible to burden the shareholders with any obligation other than the payment of the share value and the related premium, if any, as per Article 480 of the Turkish Commercial Code * Article of May 2017 1 Erdoğan Moroğlu, Oy Sözleşmeleri, Updated 5 th ed., p. 3; Çamoğlu (Poroy/Teki- nalp), Ortaklıklar Hukuku I, Yeniden Yazılmış 13. Bası, İstanbul 2014, p. 507.