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CAP I TAL MARKET S LAW
179
The application regarding the request to register foreign capital
markets instruments and depository receipts with the CMB can be made
by the foreign companies and depository institutions in addition to
representatives.
The foreign companies must execute an agreement with the depository
institutions
2
or the representative in the event of a public offering of
depository receipts or foreign capital market instruments. There is no
change in the Communiqué with respect to the term of the agreement; the
term of the agreement must be at least until the maturity date of the foreign
capital markets instruments.
According to the Communiqué, the foreign companies and
representatives will be jointly liable if the information in the prospectus
and the circular have errors and do not give accurate information to the
investors
3
.
The preliminary CMB filing process granting foreign issuers and
their representatives the opportunity to obtain a CMB opinion before the
actual registration as to whether the foreign capital markets instruments or
depository receipts and the issuers are appropriate was abolished.
The representatives are no longer required to announce the general
assembly date and agenda of the foreign company and the actions to be
performed by the persons who have the depository receipts, in two (2)
different newspapers and to submit such newspapers to the CMB. In
addition, a depository institution can no longer in its capacity or as a proxy
holder use the voting rights of foreign stocks by stating it is for the benefit
of the investors.
The application to ISE by the foreign companies for their listing will
be made simultaneously with the application for the registration to the
CMB, not within fifteen (15) days after the sale term as stipulated in the
abolished Communiqué.
The website of the foreign companies can be referenced for their
financial statements and for similar issues in case of public offerings.
2 Depository institutions are the banks which issue depository receipts and which are members
of Central Registry Agency.
3 Prospectus is a legal document (can be used as legal evidence) whereas circular is a commer-
cial document. A circular is prepared to give information to the investors. In any case, there
may not be any difference between the prospectus and circular.