Banking, Finance and Capital Markets Law

The matters we handle within the framework of the Banking Law No. 5411, the Capital Markets Law No. 6362 and the relevant legislation:

• Credit agreements, general credit agreements and credit restructurings
• Security structures: mortgages, pledges, sureties, guarantees and letters of guarantee
• Project finance and structured finance transactions
• Financial leasing, factoring and financing company transactions
• Payment services, electronic money and financial technology regulations
• Obligations applicable to crypto asset service providers
• Banking disputes arising from consumer and commercial credits
• Claims for the refund of unlawfully charged fees, commissions and interest
• Prevention of money laundering and obligations before the financial crimes investigation board
• Compliance with financial sanctions and in-house compliance programmes
• Public offerings, prospectuses and public disclosure obligations
• Tender offers, squeeze-out and sell-out rights
• Investment firms, portfolio management and investment funds
• Insider dealing, manipulation and market abuse
• Remedies against decisions of the capital markets and financial regulatory authorities

In our work in this field, the Banking Law No. 5411, the Capital Markets Law No. 6362 and the other rules applicable according to the nature of the financial transaction are taken into account. The legal assessment of banking and capital markets transactions is not limited to reading the contract; the company's representation structure, management resolutions, the capacity of the persons providing security, electronic transaction records, regulatory obligations and possible enforcement routes are examined together. Our work does not constitute investment advice.

Within the scope of finance transactions, general credit agreements, commercial loans, loan renewals and debt restructuring protocols are reviewed not only from the perspective of the borrowing company, but also from that of shareholders, directors, sureties, guarantors and third parties providing security. The interest rate is assessed together with drawdown conditions, commissions, financial covenants, information obligations, events of default, cross-default provisions and the bank's right to request additional security.

In security structures, the legal nature of each document is determined by its content rather than its title, since an undertaking may give rise to a suretyship, a guarantee, an assumption of debt, an aval or another form of personal security. The capacity in which the signature was given, the maximum amount of liability, the term of the security and whether it covers future debts are examined; in mortgages and pledges, the scope of the secured debts, ranking, realisation and release conditions are also assessed.

Financial leasing, factoring and financing transactions governed by the Law No. 6361 on Financial Leasing, Factoring, Financing and Savings Financing Companies, as well as payment services and electronic money activities governed by the Law No. 6493, fall within our field of practice. For fintech business models, we provide support in legal classification, the scope of the licence, the drafting of contracts, responses to letters from the Central Bank of the Republic of Turkey and the management of user disputes.

Legal due diligence and prospectus work prior to public offerings, share and debt instrument issuances, investment services and portfolio management, the establishment and activities of crypto asset service providers, and examinations and defences before the Capital Markets Board, the Banking Regulation and Supervision Agency, the Central Bank and the Financial Crimes Investigation Board (MASAK) are also among our services.

Among the disputes most frequently encountered in practice are unauthorised money transfers, mobile banking fraud, account blocking, credit allocation, early repayment, commissions, the non-release of security and credit card transactions. In such files, the device and verification method used, the notifications sent to the customer, IP and session records, transaction limits, applications made to the bank after the incident and the security obligations of the parties are examined.

In commercial lending, particularly within groups of companies, a default by one company may affect the debts of the others through cross-default provisions, and debts arising from separate agreements may become due at the same time. It should also not be assumed that mortgages, pledges, blocks or other security automatically terminate when the loan is closed or repaid early.

Debt restructuring protocols may contain acknowledgements of debt, waivers of objections, additional security, releases and acceleration clauses. Whether the borrower has waived an existing defence by accepting the payment plan must be clearly determined. For the creditor, the borrower's actual capacity to pay, the protection of existing security and the remedies available in the event of breach are assessed, since a poorly drafted protocol may create a new dispute that merely delays collection.

In investor disputes, order transmission, investment advice, portfolio management, custody services, leveraged transactions and account movements are the principal subjects. A loss in the value of an investment does not in itself establish the liability of the investment firm; the investor's instructions, risk profile, suitability and appropriateness assessments, information documents, telephone records and electronic orders are examined together, and a causal link between an unlawful act and the loss must be proven.

The process begins with the examination of the main agreement together with its annexes, general terms and conditions, security documents, account statements, electronic approval records, corporate resolutions, signature circulars and the correspondence between the parties. Since many problems arise from numerous documents being signed within a short time without their interrelation being considered, review before signature is particularly effective.

The legal capacities of the parties and the limits of their liability are then determined, and the acceleration, default and termination conditions are examined. The validity of the security and the debts it covers are checked, and whether a notification or application to a regulatory authority is required is established.

Where a letter requesting information or documents is received from a regulatory authority, the response is prepared so as to be consistent with the financial records, internal reports, previous notifications to the authority and public disclosures. Liability is distinguished among individuals and units, board processes are conducted, defences are prepared and the remedies available against administrative acts are assessed.

Interim measures, enforcement proceedings, litigation, arbitration and administrative applications are compared, and the economic value of the claim, the means of proof and the prospects of collection are evaluated. An application to a regulatory authority may initiate an administrative review or sanction process but does not in itself result in compensation being paid; mediation, arbitration, a consumer application or litigation may be required according to the nature of the dispute. The client is regularly informed about the stages of the process, the possible risks and the legal remedies that may be pursued.