{"id":8964,"date":"2026-03-23T12:33:26","date_gmt":"2026-03-23T12:33:26","guid":{"rendered":"https:\/\/rfblegal.co.uk\/?post_type=insight&p=8964"},"modified":"2026-04-07T10:59:20","modified_gmt":"2026-04-07T10:59:20","slug":"hisse-satisinda-ertelenmis-bedelin-korunmasi","status":"publish","type":"insight","link":"https:\/\/rfblegal.co.uk\/tr\/icgoruler\/hisse-satisinda-ertelenmis-bedelin-korunmasi\/","title":{"rendered":"Hisse Sat\u0131\u015f\u0131nda Ertelenmi\u015f Bedelin Korunmas\u0131\u00a0"},"content":{"rendered":"

Security<\/a> options for sellers \u2014 and the alternatives available to al\u0131c\u0131lar<\/a> who cannot or will<\/a> not provide a personal guarantee <\/strong><\/p>\n\n\n\n

In an ideal world, a seller of shares in a company would receive the entire purchase price in cash on the day of completion. In practice, the structure of many transactions means that some or all of the consideration is deferred \u2014 payable at a later date, contingent on the future performance of the business<\/a>, or subject to post-completion adjustments. <\/p>\n\n\n\n

Deferred consideration arrangements are common across a wide range of deal structures. Earn-outs \u2014 where part of the price depends on the company hitting agreed financial targets after the acquisition \u2014 are frequently used where the parties cannot agree on a fixed valuation<\/a>. Vendor loans, where the seller effectively lends part of the price back to the buyer, are common in management buy-outs and acquisitions where external Finans<\/a> is limited. Completion account adjustments, loan note structures and instalment payments are all variations on the same theme: the seller completes the transaction before receiving everything they are owed. <\/p>\n\n\n\n

Once the shares have been transferred to the buyer, the seller’s legal position changes fundamentally. They no longer own the business. The assets that represented their security \u2014 the very thing that was being sold \u2014 are now in the hands of the buyer. If the buyer defaults<\/a> on a deferred payment, the seller’s recourse is a contractual claim against someone who may, by that stage, have extracted value from the business, become insolvent or simply disappeared. <\/p>\n\n\n\n

This article, prepared by the corporate<\/a> ve ticari<\/a> team<\/a> at Ronald Fletcher<\/a> Baker LLP, examines the principal forms of security available to protect a seller in these circumstances, the advantages<\/a> and disadvantages of each, and the options available to a buyer who is unwilling or unable to provide a personal guarantee as security for deferred payments. <\/p>\n\n\n\n

Birinci B\u00f6l\u00fcm: Sat\u0131c\u0131 i\u00e7in G\u00fcvenlik Se\u00e7enekleri<\/strong> <\/h2>\n\n\n\n

Ertelenmi\u015f \u00f6deme konusunda m\u00fczakere yapan her sat\u0131c\u0131 i\u00e7in ilk ad\u0131m, al\u0131c\u0131n\u0131n \u2014 varsa \u2014 hangi teminat\u0131 sunmaya istekli oldu\u011funu belirlemektir. Se\u00e7enek yelpazesi, bir\u00e7ok sat\u0131c\u0131n\u0131n sand\u0131\u011f\u0131ndan daha geni\u015ftir ve uygun yap\u0131, i\u015flemin b\u00fcy\u00fckl\u00fc\u011f\u00fc ve niteli\u011fine, al\u0131c\u0131n\u0131n kimli\u011fine, mevcut varl\u0131klara ve taraflar\u0131n g\u00f6receli pazarl\u0131k konumlar\u0131na ba\u011fl\u0131 olacakt\u0131r. <\/p>\n\n\n\n

1. Ki\u015fisel Kefalet<\/strong> <\/h3>\n\n\n\n

A personal guarantee is the most direct and, for sellers, often the most commercially satisfying form of security. Under a personal guarantee, an individual<\/a> \u2014 typically the buyer, the buyer’s principal shareholders<\/a>, or the directors of the acquiring vehicle \u2014 gives a personal promise to meet the deferred payment obligation if the primary obligor (the buyer entity) fails to do so. <\/p>\n\n\n\n

The guarantee creates a secondary liability: the guarantor becomes personally responsible for the debt if the buyer defaults. Unlike security over assets, a personal guarantee does not require the seller to take any enforcement<\/a> steps against the company before pursuing the guarantor, provided the guarantee is drafted as ‘on demand’ or as a primary obligation rather than a secondary one. <\/p>\n\n\n\n

Taslak haz\u0131rlarken dikkate al\u0131nmas\u0131 gereken temel hususlar <\/strong><\/p>\n\n\n\n