A co-sale right (also called a take-me-along or co-sale agreement) lets investors participate pro rata when a founder or other key holder sells shares to a third party. If a founder negotiates to sell, each investor with the right may substitute a proportionate slice of its own shares into that sale, on the same price and terms. The logic: founders should not be able to take money off the table — or hand a strategic buyer a stake — while investors remain locked in with a company that just lost part of its founders’ economic commitment.
Co-sale is the second half of a standard transfer-restriction package. The sequence runs: a proposed founder transfer first triggers the right of first refusal (company, then investors, may buy the shares on the offered terms); only if the ROFR is not fully exercised does the co-sale right activate for the residual transfer. Customary carve-outs keep the machinery proportionate: estate-planning transfers, transfers to family trusts or holding vehicles, and de minimis annual amounts typically pass free, provided the transferee joins the shareholders’ agreement.
Turkish practice
In Turkish deals the co-sale right lives in the shareholders’ agreement and — for joint-stock companies — is reinforced through share transfer restrictions in the articles. Because registered shares in a non-public anonim şirket transfer by endorsement and delivery, purely contractual co-sale obligations bind the parties but not a good-faith acquirer; practice therefore couples the SHA mechanics with articles-level transfer approval requirements (TTK art. 492 et seq.) and board approval gates, so a transfer made in breach can be refused registration in the share ledger. Distinguish co-sale (a right to join a founder’s sale) from tag-along on an exit (a right to join a sale of control): the two are drafted with different triggers, thresholds and pricing mechanics.
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