Shareholder Agreements
A well-drafted shareholder agreement is the contract that governs co-founder and investor relationships for the life of the company. GlobalB Law drafts, negotiates, and advises on these critical documents across Turkish and international law.
Shareholder agreements define how a company is actually governed, beyond the articles of association. They allocate economic rights, control rights, and exit mechanisms among founders, employees, and investors. GlobalB Law drafts and negotiates these agreements for companies at every stage, from early co-founder arrangements to complex multi-round investor agreements under Turkish law, Delaware law, or a combination of both.
Key provisions we routinely advise on include vesting schedules and cliff periods, drag-along and tag-along rights, pre-emption and anti-dilution protections, board representation rights, information and inspection rights, transfer restrictions, and the deadlock resolution mechanisms that matter most when founders disagree. In a Turkish-law context, we ensure that provisions which cannot be embedded in the articles of association are nevertheless enforceable through well-structured shareholder agreement mechanics.
For cross-border structures, we coordinate the interaction between a Delaware stockholders' agreement and a Turkish subsidiary's governance documents, ensuring that the legal intent of each clause is respected across jurisdictions. We also advise investors conducting minority stakes on the protections and exit paths that are commercially standard and legally achievable in Türkiye.
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FAQ
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Is a shareholder agreement enforceable in Türkiye if it contains provisions not permitted by the Turkish Commercial Code?
Some provisions standard in US or English-law shareholder agreements, such as certain drag-along mechanics or liquidation preferences, require careful drafting under Turkish law to be enforceable. We identify provisions that need to be structured differently or supplemented by Turkish-law-compliant instruments, and we advise on the practical enforceability of each.
What vesting schedule is typical for Turkish tech startups?
A four-year vesting schedule with a one-year cliff is the most common arrangement in the Turkish tech ecosystem, aligning with the US venture standard. We advise on tailoring these schedules, including acceleration provisions on a change of control, to the specific dynamics of each founding team.
Can drag-along rights be included in a Turkish company's shareholder agreement?
Yes, drag-along rights can be included in a shareholder agreement under Turkish law, but the drafting requires care: the mechanism must be consistent with Turkish Commercial Code provisions on share transfers and must not violate minority protection rules. We draft these provisions with enforceability in Turkish courts and before Turkish Trade Registry in mind.
What is the difference between a shareholder agreement and the articles of association?
The articles of association (ana sözleşme) are a public document filed with the Trade Registry and bind all shareholders. The shareholder agreement is a private contract between specific parties and can contain commercially sensitive or operationally detailed provisions that are not appropriate for a public document. Both work together, but they must be consistent, and our job is to ensure they are.
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