In joint stock companies, shareholders can determine the rules that will apply if the company's shares are sold to other shareholders or third parties through the Articles of Association and the Shareholders' Agreement and give shareholders some rights and options in this regard. These rights and options may stipulate certain limitations and obligations related to the transfer of shares of the company in order to protect the structure of the Joint Stock Company and the operation of the partnership. In this article, we will talk about the Turkish equivalents of some of the rights of shareholders arising from the contract that we face in practice.
“Call option” occurs when shareholders who hold the right are given the option to buy all or part of the shares against other shareholders for a predetermined price. The Turkish equivalent of this term is used in practice as “alım hakkı”.
When a shareholder who wants to sell their shares is granted the right to sell their shares to other shareholders for a predetermined price, and other shareholders are required to buy at this price “put option” arises. The Turkish equivalent of this term is used in practice as “satım hakkıl”.
One of the options that can be recognised for shareholders in joint stock companies is the right to “tag-along”, which gives other shareholders who want to participate in this sale the right to sell their shares on the same terms against a shareholder who wants to sell them to third parties. This right has different Turkish translations in practice. In practice, “right to join”, “right to sell jointly”, “right to bind” and “right to sell together” are used as the Turkish equivalent of “tag-along right”.
Granting a shareholder who wants to sell their shares to third parties the right to force other shareholders to sell their shares on the same terms is defined as a “drag-along” right. A “drag-along right” can be translated into Turkish in different ways in practice as “right to force sale together”, “right to add to sale” or “right to drag to sale”.
Although all the different Turkish translations used in the application are correct, we believe that the translations that best meet the concepts of “tag-along” and “drag-along” are “right to sell together” and “right to force sales together”, respectively.
