NEWSLETTER-2017

38 NEWSLETTER 2017 • Voting Agreements regarding the Votes to be cast in Board of Directors/Managers Meetings: There are differing views of legal scholars on voting agreements regarding the votes to be cast in board of directors meetings of joint stock com- panies and board of managers meetings of limited liability companies. According to Çamoğlu , votes of the members of boards of directors cannot be subject to voting agreements, as the representation agreement between the member of the board of directors and the company, as well as the diligen- ce and loyalty obligation of the board of directors member, constitute an obstacle against such undertakings 9 . On the other hand, Moroğlu argues that both the voting agreements and the votes cast by members of boards of directors in vi- olation of the diligence and loyalty obligation are valid, yet lead to the contractual liability of the relevant member of the board of directors towards the company 10 . • Voting Agreements between the Shareholders and the Company: A voting undertaking from the shareholder of a company to the company, itself, means that the company’s legal entity participates in, and affects, the constitution of its own will through voting agreements. This situation creates a violation of the principle of separation of powers betwe- en the decision and management bodies of the companies. Therefore, voting agreements between the shareholders of a company and the company itself should be considered inva- lid 11 . Consequences of Failure to Comply with the Provisions of Voting Agreements Failure to comply with the provisions of the voting agreements does not lead to any consequences in terms of the law of corporations, regardless of whether or not such provisions are regulated under the 9 Çamoğlu (Poroy/Tekinalp), p. 507. 10 Forstmoser/Meier Hayoz/Nobel, Schweizerisches Aktienrecht § 31 N. 36-40 (p. 360-361), cited from Moroğlu, p. 31-32. 11 Moroğlu, p. 62.