Call Option Agreement on Shares of a Joint Stock Company – Anonim Şirket Paylarına İlişkin Alım Opsiyonu Sözleşmesi

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Bu yazımızda Anonim şirket paylarına ilişkin alım opsiyonu sözleşmelerine ilişkin bir diyalog çalışması yer almaktadır. Bu sözleşmeler, opsiyon sahibine, sözleşmeye konu payları, opsiyon sahibinin tek taraflı iradesiyle, sözleşmede belirlenen fiyat ve tarihte satın alma hakkı veren bir sözleşmelerdir. Yazımızın sonunda da bir kelime testi sizi bekliyor.

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Lawyer 1: Alright everyone, gather around. Today we’re going to dive into the intricacies of call option agreements, particularly under Turkish law.

Lawyer 2: Call options? Isn’t that more of a financial term?

Lawyer 1: Indeed, call options are commonly associated with financial markets, but they also have relevance in corporate law, especially regarding share transfers in joint-stock companies.

Lawyer 3: Could you elaborate on that? How do call options fit into the realm of corporate law?

Lawyer 1: Sure thing. In essence, a call option agreement grants one party the right to purchase shares from another party at a specified price within a specified time frame. Under Anglo-Saxon law, call option agreements are geared towards facilitating investments by allowing the option holder to decide whether or not to proceed with the purchase.

Lawyer 4: So, it’s like a safeguard for investments?

Lawyer 1: Precisely. Now, under Turkish law, call options operate similarly but with some notable differences. Here, a call option grants the holder the unilateral right to purchase shares at a predetermined price. However, unlike in Anglo-Saxon law, exercising this right doesn’t guarantee corporate effects.

Lawyer 2: What kind of problems can arise from this setup?

Lawyer 1: Well, for starters, ensuring a smooth share transfer in a joint-stock company requires fulfilling certain legal formalities. The shares must be physically delivered to the transferee, and the transferee needs to be registered in the company’s share ledger to assert their rights.

Lawyer 3: That sounds straightforward enough. What’s the catch?

Lawyer 1: The catch is that call options, being relative rights, don’t offer the same level of protection as absolute rights. If the party obligated to transfer the shares breaches the agreement or sells the shares to a third party before the option is exercised, the option holder’s recourse under Turkish commercial law is limited.

Lawyer 4: So, what legal remedies are available in such cases?

Lawyer 1: Well, theoretically, the option holder could seek specific performance, penalties, or compensation for breach of contract. However, in practice, enforcing these remedies can be challenging, especially since Turkish execution offices don’t typically facilitate share takeovers.

Lawyer 2: Is there any way to mitigate these risks?

Lawyer 1: One approach is to involve an escrow agent who holds the share certificates until the conditions of the call option agreement are met. However, this mechanism isn’t widely used in Turkey due to the lack of available services.

Lawyer 3: What about writing the beneficiary’s name on the back of the share certificate?

Lawyer 1: That’s an option, but it’s not foolproof. Unless the share transfer restrictions are explicitly stated in the company’s articles of association, such annotations may not hold up against third parties.

Lawyer 4: So, what’s the takeaway here?

Lawyer 1: Ultimately, while call option agreements offer flexibility in share transfers, they also present unique challenges, especially in jurisdictions like Turkey where corporate and commercial laws may differ from Anglo-Saxon norms. It’s crucial for parties involved to carefully consider these nuances and explore alternative solutions to mitigate risks effectively.

Vocabulary Test

Choose the correct definition for each of the following terms based on the context provided in the text.

Call Option Agreement
a) An agreement between two parties to buy or sell shares at a specified price within a specified timeframe.
b) An agreement allowing one party to purchase shares at their discretion, often used to facilitate investments.
c) An agreement granting one party the unilateral right to sell shares to another party.
Relative Right
a) A right that is dependent on the relationship between two or more parties.
b) A right that is absolute and not subject to any conditions.
c) A right that is enforceable regardless of the circumstances.
Escrow Agent
a) An individual or entity responsible for facilitating the transfer of shares between parties.
b) An intermediary who holds assets or documents on behalf of parties until specified conditions are met.
c) A legal advisor specializing in corporate transactions and agreements.
Specific Performance
a) The act of fulfilling contractual obligations as specified in an agreement.
b) A legal remedy where the breaching party is required to perform a specific action outlined in the contract.
c) Compensation awarded to the injured party in case of a breach of contract.
Articles of Association
a) Legal documents that outline the rights and responsibilities of shareholders and the company’s management.
b) Agreements between parties that specify terms for the transfer of shares.
c) Regulations governing the conduct of corporate meetings and decision-making processes.
Unilateral
a) A term used to describe an agreement between two parties.
b) Relating to or involving only one side.
c) An agreement requiring the consent of multiple parties.
Mitigate
a) To enforce legal remedies against a breaching party.
b) To reduce the severity or risk of something.
c) To transfer assets to a third party for safekeeping.
Endorse
a) To approve or support a decision or action.
b) To sign or mark the back of a document, such as a share certificate, to transfer ownership.
c) To negotiate the terms of a contract or agreement.
Facilitate
a) To hinder or obstruct the progress of something.
b) To make an action or process easier or more efficient.
c) To enforce legal obligations on parties involved in an agreement.
Recourse
a) The ability to enforce legal rights or seek compensation for harm or loss.
b) The act of withdrawing from a contractual agreement.
c) A financial agreement between parties involved in a transaction.

Answers:

b) An agreement allowing one party to purchase shares at their discretion, often used to facilitate investments.
a) A right that is dependent on the relationship between two or more parties.
b) An intermediary who holds assets or documents on behalf of parties until specified conditions are met.
b) A legal remedy where the breaching party is required to perform a specific action outlined in the contract.
a) Legal documents that outline the rights and responsibilities of shareholders and the company’s management.
b) Relating to or involving only one side.
b) To reduce the severity or risk of something.
b) To sign or mark the back of a document, such as a share certificate, to transfer ownership.
b) To make an action or process easier or more efficient.
a) The ability to enforce legal rights or seek compensation for harm or loss.