Gemicioğlu VC

  We would like to underline first of all that the term “veto right” is also used for the right of objection in practice and in the doctrine. Notwithstanding the foregoing, this designation is not true at all because a “veto right” is rather basically a right stemming from the Constitutional Law and is different […]

  Where an investor wishes to enjoy some managerial rights in a company he shall invest in, then it would be appropriate to add provisions allowing it in a shareholders’ agreement and to incorporate them into the articles of association. Article 360 of Turkish Code of Commerce titled “Representation of Certain Classes of Shares in […]

We wish to explain the concept “dilution” in the first place in order to better understand the concept “anti-dilution”, which has been translated into Turkish as “seyrelmeme”. Dilution means a drop in a shareholder’s shareholding ratio in the company due to any reason whatsoever. For instance, if that shareholder does not subscribe to a capital […]

PREAMBLE It should be noted first of all that Tag-along Rights and Drag-along Rights (“Tag-and-Drag-Alone Rights”) balance each other. Accordingly, Tag-Along right works in favour of minority shareholders, and Drag-Along Right works in favour of majority shareholders, a fact we will discuss below. Therefore, both rights are defined next to each other in a shareholders’ […]

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 […]