Gemicioglu

PREAMBLE We would like to note first of all that Call Option and Put Option discussed below differ from the call and put options that are defined and governed in the Capital Markets Board (“CMB”) regulations and are related to publicly traded companies. CMB regulations define circumstances and conditions under which these options shall materialize […]

It is observed that pre-emption right is frequently confused with the first option & first refusal right in practice. While pre-emption right allows shareholder(s) to purchase, in his/ their own name, shares offered by another shareholder for sales to third parties, first option & first refusal right means an offer to other shareholders for sales […]

  MATTERS THAT ARE GOVERNED IN SHAREHOLDERS’ AGREEMENTS  A shareholders’ agreement .is a contract that is subject to the “freedom of agreement” as defined in Article 12 of Turkish Code of Obligations (“TCO”). Those matters that may be governed in such an agreement are surely not limited to it; nevertheless, a framework has been set […]

  A shareholders’ agreement is intended to make it convenient to move to law of obligations, which offers a wider margin of freedom than corporate law which restricts the contract freedom. Pursuant to the imperative provisions of Turkish Code of Commerce, a shareholder is only obliged to subscribe certain capital to the company by virtue […]

  With a population of nearly 85 million people, its strategic location, a growing market and young and high-quality labour, Turkey is a country that is popular with both national and international investors. The most common methods for investment include founding a company or investing in an already existing one. If an investor feels content […]

  The Communiqué (III-48.3) applicable to Venture Capital Investment Trusts (“Communiqué”) has introduced certain regulations to ensure that the portfolio of a VCIT shall be formed in line with the terms and conditions set out therein, and accordingly, it has further introduced various restrictions to a VCIT’s portfolio. These restrictions as defined in Article 22 […]