In a partnership, balance is written before the day of crisis.
Balance of power among family members and partners: voting agreements, share transfer restrictions, deadlock solutions, and exit mechanisms.
The 50-50 romance, and the reality
Equal partnerships are a symbol of trust — until the first serious dispute. Deadlocked general assemblies and blocked investment are the standard fate of a partnership with no balancing mechanism written into it. A balance agreement designs for the bad day while the relationship is still good.
The mechanism toolbox
Decision balance
qualified-majority lists, veto rights, and the arrangement for nominating members to the board of directors.
Share movements
pre-emption and priority rights, tag-along and drag-along, restrictions on transfer to third parties.
Deadlock
a graduated ladder out of it: mediation, the independent member's vote, buy-sell mechanisms and, at the end, exit.
Information rights
audit and reporting safeguards for the minority.
The family layer
In family partnerships the balance agreement is the binding arm of the family constitution: voting proxies between generations, marriage and divorce scenarios, and alignment with the succession plan are all settled here.
From diagnosis to a registrable structure
The work runs in five steps. Partnership diagnosis: share distribution, de facto roles, capital needs and the scenarios the partners genuinely fear go on the table. Mechanism selection: for each risk, the instrument that fits — casting-vote rules, escalation ladders, buy-sell mechanisms, information rights. Splitting the architecture: we decide what goes into the articles of association, where registration gives it effect against third parties, and what stays in the shareholders' agreement, under the Turkish Commercial Code (Law No. 6102) and with registrability in mind. Bilingual drafting: in mixed partnerships both language versions are drafted to the same standard, so that the clause means the same thing in either language. Alignment: general-assembly practice, the share ledger and signature authorities are brought into line, so the mechanism works on paper and in the room — supported by our general assembly management practice. Deliverables: the shareholders' agreement, the articles amendments and a deadlock playbook.
Two documents, two kinds of force
Some of the balancing mechanisms can be written into the articles of association, where registration makes them effective against everyone: qualified majorities, restrictions on share transfers, privileges attached to shares. The rest lives in the shareholders’ agreement, which binds the parties only — it operates within the Turkish Code of Obligations (No. 6098) without touching the mandatory provisions of the Turkish Commercial Code (No. 6102). That difference in force is why the breach scenario is designed in from the outset: liquidated damages, call and put options triggered by a breach, and provisions that make a breach easy to prove are what give the agreement its teeth. The toolkit also differs by company type — the articles of a limited liability company are more open to additional obligations than those of a joint-stock company — so choosing the type is itself part of designing the balance.
Typical partnership constellations
Typical clients: 50-50 joint ventures between Turkish and German partners, founder teams taking in an investor while keeping operational control, and family holdings balancing branches of equal weight. In cross-border partnerships the dispute-resolution clause is chosen with enforcement in mind; institutional arbitration under ICC or ISTAC rules is often the neutral ground both sides accept, and we design it together with our arbitration team. The goal is not to predict the dispute but to make its resolution boringly procedural.
We are by your side for Balance Agreements Between Partners
We listen to the partnership as it actually is — share distribution, de facto roles, capital needs — and build the mechanism set around that; we divide the work between the articles of association and the shareholders' agreement with an eye to registrability. If a dispute has already broken out, our litigation and arbitration team builds the strongest position available from the existing documents.
Other Applications of This Service
Joint Ventures & Collaborations — our other specialised solutions in this area.
Matter Connections
The focus areas, practice areas, desks and legislation connected with this sub-service.
The Team Delivering This Service
With our multilingual team of lawyers, well-versed in Turkish and German law, we are by your side.
The two operate on different planes: provisions capable of registration go into the articles of association, while relational commitments are written into the shareholders’ agreement. We structure this division of labour deliberately.
Yes — with the right pricing and timing structure it is a deterrent and effective exit tool; but where financing power is asymmetric, it produces unbalanced outcomes. It is designed together with alternative escalation ladders.
Yes, and the best time is now, while there is no crisis. A new investment round, a generational handover or a profit-distribution decision are natural bargaining windows for signature.
Balance Agreements Between Partners — get the right legal support.
Let us identify the right solution together, drawing on our experience in Türkiye and the DACH region.