What is “share consent”?
Share consent is a written affirmative approval from designated shareholders required before a specified action can be taken — distinct from voting, which only requires participation. Common share-consent rights are negotiated into shareholders agreements and certificates of designation, giving preferred-stock investors (especially VCs) veto power over actions that would affect their investment.
Actions typically requiring share consent
- Future financings at lower valuation (down rounds) or with senior preferences.
- Sale of the company below specified return thresholds.
- Charter amendments that affect preferred stock rights.
- Increases in the authorised share count.
- Creation of new classes of stock senior to existing preferred.
- Major debt incurrence above a threshold.
- Acquisition of other companies above a size threshold.
- Dividends or buybacks.
- Change of business focus.
Why investors require it
Voting alone often does not protect investors. A founder-controlled board could approve a transaction technically by majority vote but harm preferred shareholders. Share consent rights ensure preferred investors must affirmatively agree to enumerated decisions — turning voting into a true protection rather than a procedural step.
Share consent vs. related concepts
- Share consent vs. voting: voting requires participation only; consent requires affirmative approval.
- Share consent vs. protective provision: they are synonyms in many contexts; some lawyers distinguish protective provisions as the broader category and share consent as the specific mechanism.
- Share consent vs. board consent: share consent is at shareholder level; board consent is at director level — both may be required.
Türk hukukunda
Türk TTK Madde 421 uyarınca anonim şirketlerde belirli kararlar için nitelikli çoğunluk gerekir ancak Anglo-Amerikan tarzı per-class share consent doğrudan düzenlenmemiştir. Bu sebeple Türk girişim sermayesi yatırımlarında share consent hakları SHA (Shareholder Agreement) üzerinden düzenlenir ve yaygın olarak Cyprus/Delaware HoldCo seviyesinde uygulanır. SHA’nın TTK ile çatışan hükümleri Türk OpCo için zorlama gücünden yoksun olabilir.
Do: negotiate share consent thresholds carefully — too broad disables management agility; too narrow leaves real protection gaps.
Don’t: agree to share consent rights without modeling the practical impact on future fundraising flexibility.