The Concern Entering Entrepreneurs' Agenda with “Getir”: Shareholder Disputes

Getir, one of Turkey’s most successful startups, has garnered international recognition with its impressive achievements. Recent investor/shareholder disputes involving Getir have created a cautious atmosphere, prompting everyone to act with potential disputes in mind.

To briefly recap, in June 2024, under an agreement, the management and majority shares of the company’s operations in Turkey were transferred to a foreign investment fund. While the restructuring aimed to ensure financial stability, allegations emerged that the agreement was violated and that the founders' rights were being unfairly disregarded.

Such developments highlight the critical importance of managing relationships among shareholders for the sustainability of startups. For healthy growth and development within the entrepreneurial ecosystem, shareholder relationships must be carefully managed. In practice, the provisions in shareholder agreements often play a pivotal role in preventing disputes. Key considerations for drafting shareholder agreements to mitigate potential disputes include the following:

• – Transparency: The legal foundation of shareholder relationships should be solid, and agreements must be clear, detailed, and transparent. These agreements should explicitly define critical elements such as decision-making mechanisms, profit distribution, management rights, and share transfers.
• – Ownership and Decision-Making Rights: The rights of shareholders and their influence over management should be meticulously structured. Balancing the management rights of majority shareholders with the rights of minority shareholders is essential. Mechanisms should be implemented to prevent majority shareholders from arbitrarily altering decisions to the detriment of minority shareholders.
• – Board Structure: The independence of the board of directors is crucial in preventing shareholder disputes. Including independent members on the board ensures objective decision-making and minimizes conflicts of interest. Moreover, regular communication of board decisions to shareholders is vital for maintaining transparency.

• – Investor-Entrepreneur Relations: Investors should focus on long-term sustainability and growth potential rather than short-term profit goals. Shareholder agreements should include mechanisms that prevent investors from making hasty decisions that could hinder the startup’s growth trajectory.

• – Dispute Resolution Mechanisms: Pre-determined dispute resolution methods are essential in case of disagreements among shareholders. Including a clause that requires parties to pursue alternative dispute resolution methods (such as mediation or arbitration) before resorting to litigation ensures faster and more efficient conflict resolution. Additionally, in the event of litigation, it is critically important to determine not only the applicable law but also the jurisdiction in which the proceedings will take place.

In summary, shareholder relations are not only a financial issue but also a strategic concern for startups. Disputes among shareholders underscore how such conflicts can impact not just a single company but the healthy functioning of an entire ecosystem.