Newsletter-21

61 COMMERCIAL LAW tendency; reasons to prevent share acquisitions of competitors of the company; as well as reasons to prevent change of control in the com- pany. On the other hand, it is argued that the reasons for familial be- longing, reasons based on citizenship, and reasons that prevent share acquisions of legal entities or foreigners would not justify the refusal and, therefore, be invalid. Scholar Uzel clearly states that “it is extremely clear that a provi- sion of the articles of association that allows the shares to be trans- ferred within an extremely limited envorinment would not be in accord with the structure of joint stock companies.” 5 . Moreover, Tekinalp mentions that an artificial shareholders environment cannot be cre- ated under the articles of association; for example, a provision of the articles of association such as “A, B, C, D and E form an environment, and no share transfer can be made to any person other than these.” is invalid. Similarly, he is of the opinion that a provision of the articles of association setting forth that the shares cannot be transferred to those who do not execute a shareholders agreement is also invalid 6 . Common Contractual Restriction Types in Practice It is very common in practice that shareholders execute share- holders agreements in order to regulate the relationship between each others and between themselves and the company, and that they re- flect the provisions thereof to the company’s articles of association. Share transfer restrictions are the main area of regulation between the shareholders. In a multi-shareholder joint stock company, by adding a provision to the articles of association, transfers of shares and registra- tion of the same in the company’s share ledger are made subject to the approval of the board of directors, and it is agreed that the board of directors is entitled to abstain from approving such transfer based on the reasons specified under the articles of association. There are also provisions stating that all other share transfers are invalid, and no 5 Necdet Uzel , Anonim Ortaklıkta Esas Sözleşmesel Bağlam, 1 st Edition, İstanbul, April 2013, p. 260. 6 Ünal Tekinalp , Anonim Ortaklıkta Yeni Bağlam Sisteminin Esasları, İstanbul 2012, p. 43.