Capital Markets Law

Scope of the Practice

Capital Markets Law (Sermaye Piyasaları Hukuku) at Turak Law covers matters governed by the Turkish Capital Markets Board (Sermaye Piyasası Kurulu — SPK) under Capital Markets Law No. 6362. The pillar serves cross-border clients on securities offerings, investment fund formation and registration, prospectus drafting, public-disclosure compliance, and the SPK-licensed appraisal coordination that is operationally adjacent to the CBI real estate pathway. Investment vehicles range from Turkish-incorporated real estate investment trusts (Gayrimenkul Yatırım Ortaklıkları — GYO) to private investment funds and structured securities issued out of Turkey.

The CBI W02 (real estate) pathway intersects this pillar at the SPK Eksper Raporu — the SPK-licensed appraisal that establishes the property value meets the USD 400,000 threshold under Council of Ministers Regulation 2010/139 Article 20(a). The pillar also serves clients on the broader capital-markets adjacent matters that arise after CBI: fund-vehicle structuring for Turkish-asset portfolios, securities offerings into Turkey, and SPK-regulated disclosure requirements for cross-border investment activity.

Specific Services

• SPK-licensed appraisal coordination. SPK Eksper Raporu engagement, valuation review, comparable-evidence verification under SPK Communiqué Series III-62.1.
• Investment fund formation. Turkish-incorporated investment funds, GYO (Gayrimenkul Yatırım Ortaklığı) structures, private equity fund counsel.
• Securities offering counsel. Prospectus drafting, SPK approval procedures, public-offering documentation.
• SPK regulatory matters. Compliance counsel for SPK-supervised entities, disclosure obligations, regulatory queries and disputes.
• Capital instrument structuring. Convertible instruments, hybrid securities, secured note structures under Capital Markets Law No. 6362.
• Investor protection matters. Counsel for foreign investors in SPK-supervised vehicles; cross-border investor rights enforcement.
• CBI-adjacent valuation work. SPK valuation report scope and timing for W02 real estate files; valuation challenges and revisions.

Statutory Authority

Cross-Border Considerations

Foreign investors enter Turkish capital markets through several channels — direct securities purchases, fund participations, structured vehicles, and CBI-adjacent property valuations. Each channel triggers specific SPK requirements: cross-border securities purchases require Turkish bank-account routing and DAB compliance; fund participations require investor-qualification screening under SPK qualified-investor rules; structured vehicles require Turkish-counsel-of-record disclosure. The firm coordinates the SPK-licensed appraisal directly for W02 CBI files — selecting an appraiser whose valuation methodology is robust to SPK review and whose timeline aligns with the buyer's Tapu transfer schedule. Disputes over appraisal value are uncommon when the appraiser is engaged early in the file; when they occur, they are handled within the SPK framework rather than through general commercial litigation.