Shareholders’ agreement (in the context of comparative law
Course Code
Semester
Course Name
LE/RC/LA
Course Type
Language of Instruction
ECTS
OHY2203
Shareholders’ agreement (in the context of comparative law
3/0/0
DE
7
Course Goals
The aims of the course are; as a frequently seen agreement at incorporation and share transfer, to teach the principles and norms of shareholders’ agreement by taking in consideration the norms of Obligations Law and Commercial Law and especially in comparison with German and Swiss Law Systems and to gain the ability to solve the problems through showing the practice by using examples.
Prerequisite(s)
None
Corequisite(s)
None
Special Requisite(s)
Being rational and sceptical, having the ability to think critically, solve problems, turn the theoritic information into practice, manage the knowledge, and make decisions.
Instructor(s)
Assoc. Prof.Hanife ÖZTÜRK AKKARTAL
Course Assistant(s)
Res. Asst. Yıldız Diridiri
Schedule
Şirinevler Campus
Office Hour(s)
Doç.Dr.Hanife ÖZTÜRK AKKARTAL
Teaching Methods and Techniques
-Verbal Lecture and Case Study
Principle Sources
-POROY / TEKİNALP / ÇAMOĞLU; Ortaklıklar ve Kooperatif Hukuku, İstanbul, 2010. OKUTAN,Gül, Anonim Ortaklıklarda Pay Sahipleri Sözleşmeleri, İstanbul, 2003.
Other Sources
-Old Turkish Commercial Code (law number 6762), New Turkish Commercial Code (law number 6102), Supreme Court Decisions, Scientific Articles and Case Studies
Course Schedules
Week
Contents
Learning Methods
1. Week
General information on the aim and concept of the course; information on method of the course; the materials related to method of the course
OP
2. Week
Articles of incorporation and Shareholders’ Agreement
OP
3. Week
Legal nature of Shareholders’ Agreement
OP
4. Week
Parties to Shareholders’ Agreement
OP
5. Week
Rights and duties of the parties
OP
6. Week
The sanctions of violating the duties
OP
7. Week
Seminar
OP
8. Week
Seminar
OP
9. Week
Reflecting Shareholders’ Agreement to articles of incorporation
OP
10. Week
The right of share transfer freely and status of it against the context
OP, CS
11. Week
The effect of Shareholders’ Agreement on the cooperation
OP, CS
12. Week
The indirect effect of Shareholders’ Agreement on the cooperation
OP, CS
13. Week
The violation of Shareholders’ Agreement
OP, CS
14. Week
The termination of Shareholders’ Agreement
OP, CS
15. Week
Final Week
16. Week
Final Week
17. Week
Final Week
Assessments
Evaluation tools
Quantity
Weight(%)
Homework / Term Projects / Presentations
1
70
Attendance
1
30
Program Outcomes
PO-1
1. Have knowledge about the field of private law and about the concepts, institutions or methods of subdisciplines, and make the said knowledge deep;
PO-2
2. Make connection between private law and concepts, institutions or methods of subdisciplines by comprehending the interaction between them;
PO-3
3. Use the knowledge which is obtained in the field of private law and its subdisciplines in the expert level for the analysis of subjects and issues regarding law theory and practice;
PO-4
4. Interpret the knowledge which is obtained in the field of private law and its subdisciplines in the expert level by evaluating them with the knowledge of different disciplines and create new knowledge accordingly;
PO-5
5. Solve the issues met in law theory and practice by using research methods which are peculiar to law field;
PO-6
6. Carry out a study independently which requires expertise in private law field and
subdisciplines;
PO-7
7. Develop new approaches for solving complex issues in private law field and subdisciplines which are met, which are not predicted and which requires expertise;
PO-8
8. Evaluate knowledge and skills obtained in private law field and subdisciplines in expert level with a critical approach;
PO-9
9. Transmit the knowledge systematically and clearly which is obtained in private law field and subdisciplines as well as contemporary developments regarding theory and practice to the community in and out of the field in written and oral form;
PO-10
10. Evaluate law concepts and institutions, localized law practice and law rules with a critical approach; develop and attempt to change them when required;
PO-11
11. Follow the knowledge in the field of law and contact with colleagues by speaking a foreign language competently;
PO-12
12. Use computer software in a level required by level as well as information and communication technologies in an advanced level;
PO-13
13. Observe and internalize social, scientific and ethic values during the processes of obtaining, processing, and evaluating the knowledge regarding field of private law and its subdisciplines.
Learning Outcomes
LO-1
Have the ability to evaluate and distinguish the legal relations causing shareholders’s agreement
LO-2
Have the ability to interpret the articles set forth in the Turkish Commercial Code in force and the New Turkish Commercial Code, and the legislation, and different regulations set forth by legislation
LO-3
Have the ability to draw up a Shareholders’ agreement
LO-4
Have the ability to determine the applicable law to a Shareholders’ agreement where the parties are foreigners
LO-5
Have the ability to determine the rights and duties of the parties in case of termination of Shareholders’ Agreement
