Capital Markets Law

The nature of the planned activity, product, platform or financing model is assessed under Capital Markets Law No. 6362 and secondary legislation. The duties of the issuer, the offeror, the investment firm, the portfolio management company, the fund founder, the custodian, the distributor and the technology provider are separated; permit, approval, notification and membership requirements are determined.

In activities such as order transmission, transaction intermediation, portfolio intermediation, individual portfolio management, investment advisory, intermediation in public offerings and custody, the scope of authority is examined. Services provided from abroad to persons resident in Türkiye, and targeting, promotion and customer acceptance methods on digital channels, are assessed separately.

The status of companies whose shares trade on the exchange, or that are treated as publicly held because of the number of shareholders, is addressed together with the articles of association, registered capital, management, financial reporting, independent audit, KAP, investor relations and corporate governance obligations.

Before a public offering, the company structure, capital and share groups, privileges, subsidiaries, key contracts, permits, litigation, collateral, related-party transactions, intellectual property rights and regulatory risks are reviewed. Conversion, amendments to the articles of association, corporate body resolutions and legal due diligence reports are tied to the transaction calendar.

A legal review is carried out so that the prospectus, the issuance document, the notice of sale to the public (tasarruf sahiplerine satış duyurusu) and their annexes are complete, consistent, understandable and current. Risk factors and legal disclosures are tied to verifiable records; the allocation of liability among the issuer, the offeror, the lead brokerage firm and other responsible parties is assessed.

In publicly held or privately held companies, share issuances are planned together with the methods of capital increase against payment (bedelli) or without payment (bedelsiz), allocated sales (tahsisli) and sales to qualified investors, and with rights to subscribe for new shares, premium, share groups and the provisions of the articles of association. The steps of the trade registry, the SPK, the MKK, Borsa Istanbul and KAP are turned into a coordinated calendar.

In mixed transactions that combine the public offering of existing shareholders’ shares with a share issuance, the authority to sell, restrictions on the shares, the pricing and allocation arrangement, prospectus disclosures, the description of the use of proceeds and the shareholder structure after the sale are examined.

The method to be used in a public offering, in a sale to qualified investors without a public offering and in an allocated sale is addressed, together with investor groups, collection of demand, allocation, distribution and refund arrangements. Communications before approval and promotions during the sales period are checked for consistency with the prospectus and the legislation.

The listing application, choice of market, trading conditions, free float, actual circulation, Borsa information requests and decisions on trading sequence are followed within a legal calendar. The interdependent steps of the Borsa rules and the SPK application are separated.

In bonds, commercial paper (finansman bonosu), capital-like debt instruments and structured debt transactions, the issuance limit, the resolutions of the authorized corporate bodies, the series issuance document (tertip ihraç belgesi), investor group, interest or yield structure, collateral, early redemption and default provisions are prepared or reviewed.

In lease certificates based on ownership, a management contract, sale and purchase, a joint venture, a work contract or a mixed structure, the relationships among the originator, the fund user and the asset leasing company are structured. Asset transfer, cash flow, investor rights, default and liquidation scenarios are clarified in the legal documents.

The underlying asset, pricing method, exercise condition, cash settlement, market making, early termination and investor risks are examined from a legal standpoint. Care is taken that the product’s name reflects its economic and legal nature correctly and that the promotion and issuance documents do not conflict.

In issuances abroad, the sale in Türkiye of a foreign capital market instrument, depositary receipts, Eurobonds and dual listings, the applicable law, sales restrictions, jurisdiction, tax coordination, language, investor class and public disclosure requirements are examined.

In asset financing fund, mortgage finance institution, asset-backed or mortgage-backed security and collateralized security structures, the receivables to be transferred, true sale, service provider, collateral pool, cash flow and investor rights are examined.

In share-based or debt-based crowdfunding, the listing of the platform, the conditions for the entrepreneur and the venture company, the campaign information form, investment limits, the use of the funds collected, and custody and reporting obligations are addressed.

The establishment, activity, listing, customer assets, transfer, capital adequacy, internal systems, information systems and record-keeping of platform and custody service providers are assessed within the framework of Law No. 6362 and Communiqués Nos. III-35/B.1 and III-35/B.2. Whether a crypto asset also has the nature of another capital market instrument is examined separately.

On the dematerialized issuance of shares, debt instruments and fund units, the consistency between the MKK infrastructure and the legal documents is reviewed with respect to ISIN, entitlement, attachment and pledge records, corporate actions, general assembly and dividend processes.

A resolution-and-disclosure check is established for financial reports, material events, board of directors resolutions, capital transactions, mergers and demergers, tender offers, related-party transactions and other disclosures. The aim is for the text to be published on time by an authorized person in a manner that is accurate, clear, sufficient and not misleading.

Whether information qualifies as inside or ongoing information is assessed under the conditions of legitimate interest, not misleading investors and ensuring confidentiality. The decision to defer, confidentiality lists, access restrictions, monitoring of developments and the subsequent disclosure are recorded.

Policies and closed-period mechanisms are prepared for the access of managers, employees, advisers, service providers and related persons to information and for their transactions in their own accounts. In suspicious transactions, orders, communications or information sharing, transaction records are preserved; administrative and criminal risks are examined together.

The board structure, independent members, committees, the investor relations department, disclosure policy, remuneration, donations, dividend distribution, stakeholders and general assembly processes are assessed according to the corporate governance principles that apply.

The identification of the related party, board assessment, valuation, the vote of independent members, public disclosure and general assembly requirements are reviewed before the transaction. Legal support is provided in setting up a threshold and reporting system for regular commercial relationships.

General assemblies of publicly held companies, electronic participation, representation, agenda, information document, dividend distribution policy, dividend advances and buyback programs are prepared by applying the provisions of capital markets law and company law together.

The acquisition of management control, mandatory or voluntary tender offers, exemption applications, the tender offer information form, price, collateral, time period and payment steps to investors are assessed. Closing conditions in the share transfer agreement are aligned with the regulatory calendar.

Whether a transaction is significant, the materiality criteria, board of directors and general assembly resolutions, dissent, the exit-right price, the exercise period and public disclosure obligations are determined.

In squeeze-out and sell-out rights that may arise after a threshold decisive for voting rights is exceeded, shareholding records, the price for exercising the right, the application, the announcement, making funds available and the share transfer steps are examined.

In merger, demerger, asset transfer, share exchange and control transactions, company law, SPK regulations, Borsa rules, public disclosure, valuation, investor rights and competition clearance processes are planned together.

Legal application and compliance support is provided for establishment and activity permits, share ownership, managers, organization, capital adequacy, internal control, risk management, inspection, information systems, outsourcing and share transfer transactions.

The umbrella fund internal regulations (içtüzük), the fund prospectus, the investor information form, the issuance of fund units, the fund’s investment strategy, risk value, fees and distribution model are prepared or reviewed according to the legislation and the actual operating structure.

The names, investment strategies, portfolio limits and investor disclosures of funds attached to debt instrument, equity, precious metals, fund basket, money market, participation and variable umbrella funds are addressed.

Index tracking, the fund portfolio, authorized participants and market making, the creation and redemption of fund units, Borsa transactions, public disclosure and investor documents are coordinated from a legal standpoint.

Sales of hedge fund units to qualified investors are examined, together with investor status, risk disclosures, performance fees, liquidity and distribution channels. The term hedge fund (serbest fon) does not mean unregulated or risk-free management.

A private fund (özel fon) is a separate category relating to the allocation of fund units to predetermined persons or institutions. Not every private fund is treated as a hedge fund merely because of its name; the fund type, the sales conditions and the investor restrictions are determined from the documents.

Fund establishment, sales to qualified investors, investments in immovable property and real-estate-based rights, valuation, land registry transactions, developer and operator contracts, portfolio custody and conflicts of interest are assessed together.

Investments in venture companies, shareholdings and debt instruments, investment agreements, shareholders’ agreements, convertible instruments, valuation, follow-on investment and exit provisions are aligned with the fund documents.

In the portfolio management, custody, fund operating expense, investment limitations and public disclosure processes of pension investment funds, the intersection of Law No. 4632 and the capital markets regulations is examined; the allocation of duties with the relevant institutions is determined.

The establishment, conversion, public offering, portfolio, management, privileges, valuation and disclosure obligations of investment companies are addressed. The legal and operational differences between the company structure and the fund structure are clarified at the outset of the transaction.

The segregation of fund assets from the assets of the founder and the manager, the supervisory function of the portfolio custodian, cash and asset movements, instructions, reconciliation and breach notices are examined at the contract and procedure level.

The conformity of the selection of the valuation institution, price sources, net asset value, error correction, management and performance fees, total fund expenses, financial reports and independent audit disclosures with the legal documents is ensured.

A control matrix is created for the assets in which a fund type may invest, concentration, group risk, liquidity, repo, lending, margin trading, derivatives and leverage limits. In case of a breach, correction, notification and investor communication are planned.

Distribution agreements, the processes of the Türkiye Electronic Fund Trading Platform (TEFAS), customer classification, appropriateness and suitability tests, risk notices, remote customer onboarding and marketing communications are examined.

In the offering of foreign fund units in Türkiye and the marketing of domestic funds abroad, permits, investor targeting, local representation, sales restrictions, disclosure language, data transfer and dual regulation risks are assessed.

Information and document requests from the Board, oversight and audit processes, administrative fines, trading bans, criminal complaints, measures and regulatory defenses are managed with a legal calendar. In disputes between an investment firm and a customer, an issuer and an investor, a fund and a fund unit holder, and among shareholders, applications to the appropriate institution, litigation, arbitration or other means of resolution are assessed.

Against administrative fines imposed under Law No. 6362, the administrative judicial route under Article 105/4 is assessed. The same application procedure is not assumed for other decisions, measures and criminal acts; the decision and the notification document are taken as the basis.

That an investment has lost money does not by itself show that liability has arisen. On the other hand, misleading or incomplete disclosure, unauthorized transactions, orders contrary to instructions, breach of contract or breach of the custody and management duty require separate examination.

• The investor’s purpose, knowledge, experience, customer classification and the risks of the product.
• In which service the appropriateness and suitability assessments are required; exceptions and warnings.
• Time records of the placement, transmission, execution and cancellation of the order.
• The specific act of the bank, brokerage firm, manager, founder or other responsible parties; loss and causation.
• Financial and technical review, preservation of evidence, appropriate interim protection and litigation strategy.

Prospectus liability, the investment services contract and fund management are not subject to the same liability regime. The outcome of an administrative or criminal investigation is assessed without assuming that it replaces all the requirements in a civil action.

Redemption of a fund unit is examined together with the time of the instruction, price calculation and value date rules, the fund documents and, if any, special SPK decisions. Closing to transactions, liquidation, interim payment and final payment are different stages.

• Verification of the fund name and code, the number of fund units, the investment cost and the custody record.
• Documenting the date and time of the purchase or redemption order, the execution or cancellation record and its value date.
• Monitoring KAP disclosures, reconciliation, the liquidation method and accrued payments.
• Examining the responsible party, act, causation and time limits in a possible separate loss claim.

The existence of a liquidation process does not mean that the whole principal or any particular yield will definitely be paid. The decision applicable to each fund and each investor record must be read separately.

Within the framework of its statutory conditions and the compensation decision, the YTM system covers certain claims relating to an investment firm’s inability to fulfill its obligation to pay cash or deliver capital market instruments. Losses arising from market price movements and from investment advisory are not within the same protection.

Segregation of fund assets, deposit insurance, a liquidation payment and YTM compensation are different legal institutions. The rights holder, the firm, situations outside coverage, the current upper limit and the application conditions are examined separately.

A single screenshot of the trading screen may not explain the whole dispute. The relevant version of the contract, disclosures, appropriateness and suitability records, order time, customer instruction, account movement and custody record are assessed together.

• Preserving the originals of existing statements, receipts, e-mails, notifications and call records.
• Properly requesting missing institutional records and, where necessary, preserving evidence.
• Breaking down the transaction and loss calculation by date, price, quantity, fee and payment.

Review and document sharing are carried out with regard to professional secrecy and the protection of personal data. No account access credentials are requested, nor is access to another person’s account.