Corporate and M&A

Author: Helin Akbulut

Introduction

Transfer of shares is arguably the first legal transaction that comes to mind among the legal transactions regarding the shares of a capital company, and the most common transaction in practice. However, the shares of a capital company may also be subject to various transactions, other than share purchase. Most frequently examples of such transactions are establishing limited rights in rem such as usufruct right or pledge on the shares, executing a voting agreement, and the assignment of dividends. All these alternative transactions are also commonly explained by the scholars. On the other hand, there is no general regulation on transactions to which shares of a capital company may not be subject to. In a decision of the 11^th Civil Chamber of the Court of Cassation in 2022^[1](“Decision”), it was stated that the shares of a limited liability company may not be subject to a rent agreement and it was the agreement subject to the dispute should be interpreted as an agreement regarding the assignment of dividends.

Read the entire article.