Capital Markets Law (SPK)

Topluyıldız Legal Co.’s Capital Markets practice provides specialised advisory on the regulatory framework governing Turkish securities markets, with a focus on compliance with the Capital Markets Law (No. 6362) and the regulations issued by the Capital Markets Board (Sermaye Piyasası Kurulu — SPK). We guide issuers, underwriters, and investors through the complexities of public offerings, private placements, and ongoing disclosure obligations, ensuring that every transaction is executed in full compliance with applicable regulatory requirements.

Public Offerings, IPOs & Securities Issuances

Our team advises on the structuring and execution of initial public offerings (IPOs), secondary offerings, and rights issues on Borsa Istanbul. We prepare and coordinate the regulatory approval process with the SPK, draft prospectuses and public offering circulars, and manage the interaction between issuers, underwriters, and Central Securities Depository (MKK) processes. Beyond equity offerings, we advise on:

• Debt capital markets — corporate bond issuances, sukuk, and commercial paper programmes
• Private placements — structured sales to qualified investors under SPK exemption frameworks
• Investment fund regulation — establishment and regulatory compliance of mutual funds, venture capital funds, and real estate investment funds

Corporate Governance & Ongoing Compliance

For publicly traded companies, we provide continuous advisory on corporate governance obligations, including board composition requirements, independent director mandates, and the implementation of SPK Corporate Governance Principles. We advise on material event disclosures (Özel Durum Açıklamaları), periodic financial reporting, and the management of insider information. Our practice covers shareholder rights and minority protection mechanisms, related-party transaction approvals, and the conduct of general assembly meetings in accordance with both the Turkish Commercial Code and capital markets legislation.

We also counsel clients on enforcement matters, including SPK investigations into insider trading, market manipulation, and disclosure violations. Our regulatory experience enables us to develop defence strategies and engage constructively with the SPK’s enforcement division, protecting our clients’ interests while maintaining a cooperative and transparent relationship with the regulator.