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Equity capital markets (ECM) in Turkey play a significant role in providing companies with opportunities to raise funds by issuing shares to public or private investors. The Turkish equity capital markets are primarily regulated and supervised by the Capital Markets Board of Turkey (Sermaye Piyasası Kurulu, SPK) and operate through well-established platforms such as Borsa Istanbul. Turkish ECM law encompasses a broad set of rules and standards governing initial public offerings (IPOs), secondary offerings, private placements, rights issues, and other transactions involving the issuance, trading, and regulation of shares. ECM activities are designed to ensure transparency, efficiency, investor protection, and orderly functioning of the financial markets in Turkey.
Engaging in equity capital market transactions can be complex and highly regulated. Here are some common situations where you may require legal assistance:
A lawyer with expertise in equity capital markets law in Turkey can help you minimize legal risks, fulfill regulatory duties, and complete complex market transactions efficiently.
Equity capital markets in Turkey are subject to a comprehensive legal framework, primarily established by the Capital Markets Law No. 6362. This law, along with subsequent regulations, sets out the foundations for public offerings, ongoing disclosure requirements, prohibition of market abuse, and the protection of investors. Key aspects of Turkish equity capital market law include:
Compliance with these regulations is crucial for both issuers and investors seeking to operate in the Turkish equity capital markets.
An IPO is the process through which a private company offers its shares to the public for the first time on Borsa Istanbul. The IPO process is regulated by the SPK and involves preparing a detailed prospectus, obtaining regulatory approvals, and meeting disclosure and reporting requirements.
The Capital Markets Board of Turkey (SPK) is the primary regulatory authority overseeing equity capital markets, along with Borsa Istanbul, which manages the trading platform for shares and other securities.
A company must prepare a prospectus containing detailed information about its business, financials, risks, and the offering itself. The prospectus must be approved by the SPK before any shares are offered to the public.
Public companies must comply with continuous disclosure requirements, publish periodic financial reports, follow corporate governance practices, and report material events to the market in a timely manner.
Yes, foreign investors are allowed to participate, subject to certain regulatory conditions and procedures. They may need to open accounts with authorized intermediaries and comply with Turkish capital market rules.
Penalties can include administrative fines, criminal liabilities, suspension of trading, delisting, and other disciplinary sanctions imposed by the SPK for breaches such as insider trading, market manipulation, or non-compliance with disclosure obligations.
A secondary offering refers to the issuance or sale of additional shares by a listed company or its existing shareholders after the IPO. It is subject to SPK approval and similar regulatory scrutiny as initial offerings.
Turkish law prohibits insider trading and market manipulation. The SPK monitors market transactions and investigates suspicious activities, implementing penalties where abuse is identified.
Turkish companies can pursue cross-border listings, or dual listings, if they meet both Turkish and foreign regulatory requirements. Legal and financial advisory is crucial for navigating these processes.
Look for law firms or legal practitioners with proven experience in capital markets, corporate law, and securities regulation. The Turkish Bar Association and professional networks can provide directories and referrals.
There are several organizations and resources you can consult for more information about equity capital markets in Turkey:
Consulting these organizations can offer guidance and updates about regulatory changes and market practices.
If you are considering participating in the Turkish equity capital markets or need legal advice for a specific transaction, follow these recommended steps:
Taking these steps will help you navigate legal complexities and achieve compliance with Turkish equity capital market regulations.
