Turkey: Capital Markets

This country-specific Q&A provides an overview of Capital Markets laws and regulations applicable in Turkey.

  1. Please briefly describe the regulatory framework and landscape of both equity and debt capital market in your jurisdiction, including the major regimes, regulators and authorities.

  2. Please briefly describe the common exemptions for securities offerings without prospectus and/or regulatory registration in your market.

  3. Please describe the insider trading regulations and describe what a public company would generally do to prevent any violation of such regulations.

  4. What are the key remedies available to shareholders of public companies / debt securities holders in your market?

  5. Please describe the expected outlook in fund raising activities (equity and debt) in your market in 2023.

  6. What are the essential requirements for listing a company in the main stock exchange(s) in your market? Please describe the simplified regime (if any) for company seeking a dual-listing in your market.

  7. Are weighted voting rights in listed companies allowed in your market? What special rights are allowed to be reserved (if any) to certain shareholders after a company goes public?

  8. Is listing of SPAC allowed in your market? If so, please briefly describe the relevant regulations for SPAC listing.

  9. Please describe the potential prospectus liabilities in your market.

  10. Please describe the key minority shareholder protection mechanisms in your market.

  11. What are the common types of transactions involving public companies that would require regulatory scrutiny and/or disclosure?

  12. Please describe the scope of related parties and introduce any special regulatory approval and disclosure mechanism in place for related parties’ transactions.

  13. What are the key continuing obligations of a substantial shareholder and controlling shareholder of a listed company?

  14. What corporate actions or transactions require shareholders’ approval?

  15. Under what circumstances a mandatory tender offer would be triggered? Is there any exemption commonly relied upon?

  16. Are public companies required to engage any independent directors? What are the specific requirements for a director to be considered as “independent”?

  17. What financial statements are required for a public equity offering? When do financial statements go stale? Under what accounting standards do the financial statements have to be prepared?

  18. Please describe the key environmental, social, and governance (ESG) and sustainability requirements in your market. What are they key recent changes or potential changes?

  19. What are the typical offering structures for issuing debt securities in your jurisdiction? Does the holding company issue debt securities directly or indirectly (by setting up a SPV)? What are the main purposes for issuing debt securities indirectly?

  20. Are trust structures adopted for issuing debt securities in your jurisdiction? What are the typical trustee’s duties and obligations under the trust structure after the offering?

  21. What are the typical credit enhancement measure (guarantee, letter of credit or keep-well deed) for issuing debt securities? Please describe the factors when considering which credit enhancement structure to adopt.

  22. What are the typical restrictive covenants in the debt securities’ terms and conditions, if any, and the purposes of such restrictive covenants? What are the future development trends of such restrictive covenants in your jurisdiction?

  23. In general, who is responsible for any profit/income/withholding taxes related to the payment of debt securities’ interests in your jurisdiction?

  24. What are the main listing requirements for listing debt securities in your jurisdiction? What are the continuing obligations of the issuer after the listing?