NEWSLETTER-2017

37 COMMERCIAL LAW • Continuous voting agreements: Parties give a voting undertaking not limited to a specific general assembly meeting or a specific agenda item of a general assembly meeting. Such an undertaking is usually given for a li- mited period of time. Validity and Limits of Voting Agreements Voting agreements are not subject to any statutory condition as to form. Limits of the freedom of agreement determine the validity of voting agreements 5 . As per Article 27 of the Turkish Code of Obliga- tions numbered 6098 6 (“TCO”), voting agreements that are in violation of the mandatory provisions of the laws, ethics, public order, personal rights, or those that contain a subject matter which is impossible to achieve, are null and void. It is possible to enter into voting agreements for the votes attached to all or a part of a shareholder’s shares. As the right to vote is attached to the share, itself, but not the shareholder, the shareholders are free to cast each of their votes in different directions and, therefore, provide a voting undertaking in relation to their certain shares. Certain types of voting agreements are examined, below, in terms of their validity: • Voting Agreements for an Indefinite Period of Time: Some legal scholars are intended to deem the voting agreements made for a very long period, or an indefinite period of time, as invalid on the grounds of violation of personal rights 7 ; while others believe that a long period would not automa- tically render the agreement invalid, the agreement must, at the same time destroy or substantially limit the economic freedom of the subject shareholder in a given specific case 8 . 5 Çamoğlu (Poroy/Tekinalp), p. 508. 6 TCO (Official Gazette 04.02.2011, No. 27836) has entered into force on July 1, 2012. 7 Çamoğlu (Poroy/Tekinalp), p. 509. 8 Moroğlu, p. 77.