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Communique Regarding Common Terms on Material
Transactions and Shareholder’s Right to Dissociate (II-23.1)
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Att. Nilay Celebi
“Material transactions” have become an important issue for com-
panies subject to Capital Markets Law No: 6362 (“Law”). The Capital
Markets Board has issued the Communiqué On Common Terms in
Material Transactions and a Shareholder’s Right to Dissociate, II-23.1
(“Communiqué”) in order to clarify the scope of “material transac-
tions” and the Communiqué was published in the Official Gazette
dated 24 December 2013, No. 28861.
Material Transactions
Material transactions are defined in Article 5 of the Communiqué
as follows:
a) Merger, spin-off, change of type, cessation of the business,
b) Transfer or lease or creation of a right in rem over all or a sub-
stantial part of the assets,
c) Change of the scope of business (in whole or in part considered
as substantial),
d) Creation of privileges or change of the scope or extension of
the privileges,
e) Delisting,
f) Purchase or lease of a substantial part of the assets from the
related parties,
CAPITAL MARKETS LAW
103
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Article of January 2014