NEWSLETTER-2017

39 COMMERCIAL LAW articles of association, as well. Breach of the provisions of the voting agreements cannot be alleged against the subject company; the votes cast are valid, despite violating the voting agreement; and the cancel- lation of the decision of the general assembly meeting taken, based on such votes cannot be requested 12 . In terms of the law of obligations, in the event of a breach by a shareholder of its voting undertaking, the counterparty will be entitled to seek compensation in accordance with the general provisions of the law of obligations, either material, or spiritual, or both, subject to the legal conditions of each such compensation. Whether or not the beneficiary of the voting undertaking can request specific performance of the undertaking to vote in a certain di- rection is a problematic issue. Despite the view that the beneficiary can request specific performance, and request the court to allow it to fulfil the obligation, itself, as per Article 113/1 of the TCO 13 , a counter-view argues that no option is available other than compensation as either the subject matter of the obligation becomes impossible to achieve in the event of one-time voting agreements, or it is unknown as to what direction the subject shareholder will cast its vote in the following general assembly meetings, in the event of continuous voting agree- ments 14 . There is no precedent that has become subject to a decision of the Courts of Appeal in Turkish practice. Conclusion In practice, voting agreements are entered into by the sharehold- ers of a company usually with the other shareholders or third parties, whereby the shareholder(s) undertake(s) to vote in a certain direction for various objectives. Voting agreements are subject to the provisions of the law of obligations, and failure to comply with the provisions, thereof, does not lead to any consequences in terms of the law of cor- porations, regardless of whether or not such provisions are regulated under the articles of association, as well. Voting agreements are usu- 12 Gül Okutan Nilsson, Anonim Ortaklıklarda Paysahipleri Sözleşmeleri, İstanbul 2004, p. 289. 13 Moroğlu, p. 108 ff. 14 Çamoğlu (Poroy/Tekinalp), p. 509.