53 COMMERCIAL LAW Share Transfer Restrictions Some of the most important issues for family businesses are the share transfer restrictions. Family members do not want the shares of their family business to be acquired by third parties, especially without their knowledge or consent. Since the marital property provisions shall apply between the spouses in the event of new people joining the family, and the inheritance provisions shall apply in case of death, it is important to regulate these issues separately. In order to prevent such disposals without the involvement of other family members who hold shares in the company, issues such as that the share transfers are subject to the approval of the board of directors, under which circumstances the board of directors is obliged to not grant approval, shareholders who intend to transfer their shares, or who get an offer for such a transfer, must first offer their shares that are the subject of the possible transfer to other existing shareholders, as well as the features of this offer and the approval process are regulated, in detail, in shareholders’ agreements. Transfer restrictions can be regulated differently, or in a different priority order, for various share groups. In this context, the valuation method of the company and, therefore, of the relevant shares, are also clearly determined. Breach of the Agreement and Contractual Consequences The consequences of a shareholder’s breach of its obligations are regulated in shareholders’ agreements. In particular, non-compliance with the provisions regarding share transfer restrictions is made subject to separate and more significant sanctions. The most important of these sanctions are the other shareholders’ right to purchase the shares of the violating shareholder, as well as the penal clause. Could Not These Issues be Regulated under the Articles of Association or the Family Constitution? The answer to this question is partly yes, and partly no. Firstly, according to Article 340 of the TCC, the articles of association may deviate from the provisions of the TCC only if expressly permitted by law. In such a limited system, it is not possible to regulate under the ar-
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