On January 12, 2016, the Capital Markets Board (the
"CMB") introduced new disclosure
requirements to its equity offering prospectus format and specified
disclosure requirements regarding taxation and material agreements
to obtain equivalency from the European Securities and Markets
Institutions preparing expert reports
(e.g., audit reports, valuation reports and rating reports) must
now include a declaration in the prospectus stating that (i) the
information contained in the expert reports is true based on the
information they have been given, and (ii) the institution has
taken due care to avoid any material misrepresentations.
The section numbering and format of
the prospectus' summary is now fully aligned with European
Securities and Markets Authority standards.
Issuers must now disclose family
relationships between shareholders holding 5% or more of its
The disclosure requirement under the
material agreements section of the prospectus has been clarified to
include all material agreements entered into within the last two
years, except agreements executed during the course of ordinary
The requirements for the
prospectus' taxation section have been clarified to include
taxation rules in relation to (i) the sale and/or disposal of
shares, (ii) dividend distribution, and (iii) withholding rules of
income derived from shares and whether the issuer is liable for
withholding to be applied if the issuer's headquarters and
offering takes place in different jurisdictions.
Selling shareholders and/or issuers
are now required to specifically disclose the terms and conditions
(e.g., duration, jurisdictional limitations) of the use of the
prospectus and sale of shares following the offering.
The CMB's ongoing harmonization of its capital markets rules
with the EU's demonstrates Turkey's efforts to attract
international investors and strengthen and deepen its capital
markets. The new prospectus rules also reflect the CMB's
efforts to prescribe country-specific rules, such as the disclosure
requirement for related shareholders.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Where standard printed terms and conditions of a contract are inconsistent with its special terms and conditions, the special conditions will prevail so as not to defeat the main object and intention of the contract.
The Common Reporting Standard is, like FATCA before it (a regime established by US legislation, the Foreign Account Tax Compliance Act), an information exchange regime aimed at international tax transparency.
An assignment of rights under a contract is normally restricted to the benefit of the contract. Where a party wishes to transfer both the benefit and burden of the contract this generally needs to be done by way of a novation.
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