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share is returned to the shareholder and any relevant shares are can-
celled leading to decreased number of shares and increased value for
per share earning-, for the purpose of hedging corporate debt with
company receivables other than subscription (equity participation con-
tract), through total transfer of assets or an establishment; in the event
the ordinary scope of activity of the company is engaging in such buy-
back transactions, in the event the board members, directors or officers
of the company pledge their shares as security for their obligations or
if such buyback is made free and not in exchange for any considera-
tion. The shares bought back pursuant to one of these exceptions shall
not be represented in the general assembly of the company.
The Capital Markets Board (“CMB”) regulated the principles of
share buyback for listed companies whose shares are traded on the
Istanbul Stock Exchange (“ISE”) through its resolution dated 10
August 2011 and numbered 26/767 published in the weekly bulletin of
the CMB numbered 2011/31. Pursuant to this principle resolution of
the CMB, a company whose shares are traded on the ISE may autho-
rize their board of directors for buyback of the shares traded on the
ISE, provided that the acquired shares do not exceed 10% of the
issued/paid-up share capital and that such shares will be held in its pos-
session for a maximum period of three years
2
. The assets of the com-
pany may not be less than the share capital of the company together
with the non-distributable reserves, after deducting the repurchased
share price. The resolution regulates the timeframe of the buyback
transactions, which situations necessitate public disclosure of special
events and the content of such disclosures in detail.
Although this resolution of the CMB enables the share buyback
transactions of listed companies on the ISE prior to the entry into force
of the New TCC, the validity of this resolution is disputable. The CMB
has permitted a transaction prohibited by the TCC and not expressly
allowed under the Capital Markets Law, through a principle resolution
which is a regulatory provision. Nevertheless, the regulatory provi-
52
NEWSLETTER 2012
2
It may be seen that the CMB has taken the draft of the new TCC as a basis to this principle res-
olution. Please see
Yrd. Doç. Dr. Hayrettin Çağlar
,
Türk Ticaret Kanunu Tasarısına Göre
Anonim Şirketin Kendi Paylarını İktisap Etmesi
, Kazancı Hakemli Hukuk Dergisi, www.dok-
trinbank.com for further details.