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Capital markets law is a specific field of law that concerns companies’ access to financing resources, the protection of investors and the reliable functioning of the market. This field evaluates processes such as public offerings, issuance of capital market instruments, public disclosure, Capital Markets Board examinations, investor disputes and market abuse actions together. Therefore, it is closely related to corporate law, finance law and administrative sanctions.
Capital markets law regulates the rights and obligations of companies, investors, intermediary institutions and other market actors operating in capital markets. The main purpose of this field of law is to protect confidence in the market, ensure that investment decisions are based on accurate information and enable transactions to be carried out on a transparent basis.
The Capital Markets Law No. 6362 aims to ensure that the capital market operates in a reliable, transparent, stable and auditable structure. In addition to regulating market activities, the law also focuses on protecting the rights and interests of investors.
The main focus points of the law regarding capital markets are as follows:
Protection of investor rights: It aims to prevent investors from suffering losses due to incomplete, misleading or delayed disclosures.
Transparent market structure: Companies and market actors are expected to provide accurate, timely and understandable information to the public.
Market order and supervision: Publicly held companies, intermediary institutions and other capital market actors are monitored and supervised within the framework of specific rules.
Fair and competitive functioning: It aims to prevent transactions that may damage confidence and to ensure that the market operates on a fair basis.
Capital markets law concerns persons and institutions that are directly or indirectly involved in capital market transactions. The main parties within this scope are as follows:
Publicly held companies
Companies preparing for a public offering
Companies seeking financing from capital markets
Shareholders and individual investors
Institutional investors
Intermediary institutions
Portfolio management companies
Investment funds
Company executives and board members
Other market actors bearing responsibility in capital market transactions
The obligations of companies subject to capital markets legislation are not limited to the public offering process. These obligations continue regularly after the public offering as well. Within this scope, companies should pay particular attention to the following matters:
Financial reporting: This covers the accurate, regular and legally compliant preparation of reports showing the company’s financial position.
Material event disclosures: Important developments that may affect investor decisions must be announced to the public in a timely and accurate manner.
Compliance with corporate governance principles: This refers to company management acting in line with the principles of transparency, accountability, fairness and responsibility.
Informing shareholders: This ensures that shareholders have access to sufficient information about the company’s activities, decisions and financial position.
Compliance of management decisions with legislation: Board of directors and general assembly decisions must be taken in accordance with capital markets regulations.
These obligations are important for preserving the company’s reliability in the market and maintaining the trust relationship established with investors.
In publicly held companies, the public disclosure process ensures that investors have access to accurate and timely information. In this process, disclosures must not only be made, but must also be prepared in a clear, understandable and non-misleading manner.
The main headings within the scope of public disclosure are as follows:
Financial information: This includes disclosures showing the company’s financial position and operating results.
Material events: These include capital increases, mergers, acquisitions, management changes or important developments affecting company activities.
Decisions affecting investors: This covers company decisions that may affect share value, investment decisions or market perception.
Timely information: Disclosures must be made without delay, accurately and with sufficient scope.
Incomplete or misleading fulfillment of the public disclosure obligation may give rise to investor disputes and Capital Markets Board examinations.
Investor rights are at the center of capital markets law. Misleading disclosures, irregular transactions, losses arising from investment institutions, violations of shareholder rights or allegations of market abuse may lead to investor disputes. In such disputes, the source of the damage, the transaction date and the responsibility of the parties are examined together.
Capital Markets Board examinations are carried out to ensure that the capital market operates in an orderly, reliable and transparent manner. Publicly held companies, intermediary institutions, executives, investment institutions and other market actors may be subject to these examinations.
The sanctions that may arise as a result of Capital Markets Board examinations include:
Administrative fines
Trading bans
Activity restrictions
Measures regarding licensing or authorization processes
Criminal complaints
Sanctions concerning public disclosure obligations
In these processes, it is important that the defense is prepared by taking into account documents, transaction flow, chronological order and the relevant capital markets regulations.
Public offering preparations, issuance processes, public disclosure obligations, Capital Markets Board examinations and investor disputes are among the main areas where legal consultancy is needed in capital market transactions. At Lexnova İçli Law, these processes are handled by evaluating the company’s market position, transaction type, investor relations and possible sanction risks together.
This approach is important for ensuring that capital market transactions are carried out in compliance with legislation, that companies manage their regulatory obligations correctly and that possible loss of rights is prevented.
Capital markets law covers transactions such as public offerings, issuance of capital market instruments, investor relations, public disclosure, Capital Markets Board examinations, administrative sanctions and allegations of market abuse.
Investors are protected through transparent information, public disclosure obligations, Capital Markets Board supervision and legal remedies. In disputes, the source of the damage and the compliance of the transaction with legislation are also evaluated.
Legal review in the public offering process is important for assessing the compliance of company decisions, financial and corporate information, prospectus content and disclosures presented to investors with legislation. This review reduces both the sanction risks that the company may face in the future and the possibility of investors making decisions based on incomplete information.
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