We found a match
Your institution may have access to this item. Find your institution then sign in to continue.
- Title
PROJE FİNANSMANI BAĞLAMINDA YAPILAN PAY REHNİ SÖZLEŞMELERİNDE YER ALAN MÜDAHALE (STEP-IN) KLOZLARI ÜZERİNE DÜŞÜNCELER.
- Authors
KURTULAN GÜNER, Gökçe; KESKİN ŞERBETCİOĞLU, Damla
- Abstract
In practice, in order to secure the liabilities arising from facility agreements within the context of project financing, the creditors are usually granted with a pledge right over the project company's shares, coupled with a step-in right, enabling the creditors to intervene into the management of the project company upon its default. Our focus herein is on the model wherein the step-in rights are granted to the creditors by way of a proxy in relation to the voting rights. The main controversial legal issues relevant to this model are the irrevocability of the proxy under Turkish law and the binding nature of the instructions given by the shareholders (i.e. pledgors). We are of the view that the rules related to the irrevocability and the binding nature of the instructions should not apply to the step-in rights, as the step-in rights represent an atypical principal - agent structure where the interests of the agent should prevail. However, considering the legal risks embedded in this model, in the last section of the Article, we suggest an alternative step-in model based on the simultaneous establishment of a usufruct right in favour of the creditor, in addition to its pledge right.
- Subjects
PROJECT finance; SUFFRAGE; DEBTOR &; creditor; PROJECT management; STOCKHOLDERS
- Publication
Banking & Commercial Law Journal / Banka ve Ticaret Hukuk Dergisi, 2020, Vol 36, Issue 2, p221
- ISSN
1300-1396
- Publication type
Article