239 / 522
Prohibition on Hidden Income Shifting
*
Att. Tuna Colgar
Prohibition on hidden income shifting is one of the most important
issues that is broadly regulated under Capital Markets Law No. 6362
(“CML”). In conjunction with CML Article 21, which has a broader
context than Article 15 of the abrogated Capital Markets Law No.
2499, another significant step has been taken regarding one of the most
primary aims of the Capital Markets Board (“CMB” or “Board”), a
public regulatory authority, which is to provide protection on the rights
of shareholders of public companies.
By virtue of the managerial abuses of joint stock companies that
are subject to the capital markets legislation, the prevention of, partic-
ularly, the potential damages of the shareholders/minority sharehold-
ers, apart from the persons or group which hold the control of the com-
pany, in other words, the account owners who are capital market
investors, is the primary purpose of the CML, and one of the preemi-
nent duties and authorities of the CMB
1
.
The hidden income shifting problem has been regulated in the tax
legislation in a more broad, but tax-oriented concept, at first, due to the
fact that it triggers tax losses. On the other hand, the CML regulates
this issue more distinctively, and within a narrower context, with
regard to investing shareholders
2
. The components of the hidden
income shifting prohibition are determined in the first paragraph of
CML Article 21, entitled, “Prohibition of the Hidden Income Shifting.”
The first paragraph of CML Article 21 states that “It is prohibited
to the shift income of public companies and collective investment
*
Article of January 2015
1
Arslan Kaya
İÜHFM C. LXXI, S. 2, p. 193-204, 2013.
2
Arslan Kaya
İÜHFM C. LXXI, S. 2, p. 193-204, 2013.