SHAREHOLDERS AGREEMENT (SHA)

Shareholders' agreement is a contract between the partners of a company, that is, the people who are shareholders in that company, about how the company will be managed, what the partners' obligations are to each other, and what demands they can make from each other.

SHA is usually one of the final contracts of the merger-acquisition process. However, in the first establishment of a company, a shareholder agreement is signed between the founders. Again, after the company shares are taken over, during a new capital commitment, etc., the relationship between the partners needs to be regulated.

Since SHA is a contract of the law of obligations, it does not grant any rights or authority to its parties in the sense of company law. In other words, in the SHA, subjects that cannot be written into the company's articles of association are written in particular, or it is shown in detail how some rights (such as share pre-emption right) will be exercised in principle in the articles of association.

The content of each SHA, just like a tailor-made dress, is designed according to the relationship between the parties to the contract and their mutual expectations, that is, according to the characteristics of the case in question. However, It can be said that matters such as how the company will be managed, how the board of directors will be formed, how important executive decisions will be taken, in this sense, for example, the veto rights of the members of the board of directors appointed by certain group of shareholders, the rules governing the transfer of shares.  how the profit share will be calculated and paid, the financing of the company, new partner entry, how the disputes will be resolved, should be regulated in the SHA among the shareholders of a joint-stock company.

Every company is founded with good feelings; every share transfer takes place with the belief that the parties are honest with each other. These feelings and beliefs can only be permanent if the parties are in full and correct consensus about the limits of their rights towards each other. SHA is a contract that embodies this consensus.

Erturan | Şit Köşgeroğlu serves its clients with the full competence gained from practice during the preparation and negotiation of shareholder agreements.