HUK332

School of Law \ Law

2

3

Elective

Turkish

-

Bachelor of Law

The course includes information about the concept of capital market, issuance of capital market instruments, public joint stock companies, capital market activities and institutions, capital market crimes.

Tekin Memiş, Gökçen Turan, Sermaye Piyasası Hukuku, E. 7, Seçkin Yayıncılık, 2024. Mehmet Bahtiyar, Sermaye Piyasası Hukukuna Giriş, BetaYayıncılık, 2019. Burak Adıgüzel, Sermaye Piyasası Hukuku, E.5, AdaletYayınevi, 2023. Vural Günal,Yalçın Özge Okat, Sermaye Piyasası Hukukunun Esasları, On İki Levha Yayıncılık, 2021. Ali İhsan Karacan, Sermaye Piyasası Hukuku, Legal Yayıncılık, 2017.

The aim of the course is to provide information about the basic concepts, principles and institutions of capital market law. In this course, the student is expected to know the legal order of the capital market, the functioning of capital market activities and institutions, the transactions taking place in the stock exchange, the general structure of publicly traded companies and to apply the basic rules of this field to concrete cases.

1. Has knowledge about the emergence of the concept of capital market, the place and importance of capital markets in economic life and market types.
2. Distinguishes why it is necessary to regulate the capital market separately. Also to knowledge about the functions of regulatory and supervisory institutions in capital markets.
3. Has a command of the legislation on capital market law. Recognizes and distinguishes the law applicable to capital market instruments.
4. Distinguishes the differences between closed and public joint stock companies.
5. Has the ability to follow national and international developments (such as digitalization, sustainability) related to capital markets law.
6. Has a command of the crimes regulated in capital market law and the sanctions to be applied to them.

Week 1: The concept of capital market, financial market and its types, functions of capital market, elements of capital market, types of capital market (primary and secondary markets).
Week 2: The need for regulation in the capital market, the interests of the parties entering into mutual legal relations in the capital market, protection against risks arising from investor-issuer, investor-capital market institution and investor-investor relations, the concept of regulation in the capital market, regulatory and supervisory institutions in the capital market.
Week 3: Legal sources of capital market law, Capital Markets Law, Capital Markets Board regulations, other legislation related to capital markets, The relationship between the Capital Markets Law and the Turkish Commercial Code and the application area of general provisions in the capital market.
Week 4: The concept and regulation of capital market instruments, the legal consequences of being a capital market instrument, securities, derivatives and other capital market instruments and collateral agreements subject to capital market instruments.
Week 5: Types of capital market instruments, securities based on business financing (general principles regarding shares and debt instruments), securities based on structured financing (securitization-based securities, other securities based on structured financing), general principles regarding derivative instruments and their types.
Week 6: General principles of issuance and public offering of capital market instruments (public disclosure, approval system, legal liability arising from public disclosure), principles regarding public offering of shares, issuance of shares without public offering and issuance of debt instruments.
Week 7: The concept of public joint stock company, the distinction and regulation of public joint stock companies, the asset structure of public joint stock companies and the operational structure of public joint stock companies.
Week 8: Organizational structure of public joint stock companies, corporate governance principles, structural changes in public joint stock companies and exiting from public joint stock company status.
Week 9: Capital market activities, investment services and activities, ancillary services, independent audit, rating and valuation.
Week 10: Capital market institutions, investment institutions, collective investment institutions (investment trusts and investment funds), stock exchanges, financial infrastructure institutions (Central Registry Agency, Takasbank), self-regulatory organizations. Week 11: Regulation of unfair competition in Turkish law - TCC and TCO, definition of unfair competition and situations that constitute unfair competition, lawsuits filed as a result of unfair competition and parties to the lawsuit.
Week 12:Capital market crimes, information fraud, market fraud, disguised profit transfer, market distorting acts.

• Midterm 40 %
• Final 60 %