Overview Of Share Buybacks Under Turkish Law

Over the last couple of weeks, the Turkish Capital Markets Board (the "CMB") has issued new communiqués to regulate the system of the Turkish Capital Markets Law in detail. Among the communiqués recently issued by the CMB, the Communiqué on Share Buy Backs (the "Communiqué")¹ has the crucial importance to listed companies as it regulates the process and principles to buy back their own shares by taking into account of the provisions and limitations set out in the Turkish Commercial Code² and the Turkish Capital Markets Law ("CML")³. This article briefly summarizes the process of share buy backs introduced by the Communiqué.

I. Procedure

In order to proceed with the share buyback, the general assembly of shareholders (the "GAS") of publicly held companies must approve the share buyback program⁴ (the "Program") prepared by the board of directors (the "Board") and authorize the Board to carry out the share buyback transaction in accordance with the Program. The