Capital Markets
Equity, Debt & Cross-Border Securities Advisory
Capital markets law sits at the intersection of corporate, securities, banking and financial regulation. An equity or debt issuance engages disclosure standards developed across decades of regulatory practice, listing rules of multiple exchanges, financial intermediary requirements and — for cross-border offerings — the application of multiple national frameworks to a single transaction.
Mermeroglu Legal advises issuers, underwriters, institutional investors and listed companies on equity and debt capital markets transactions, coordinating with applicable foreign law through experienced partners. The firm advises on the full transaction lifecycle — from early structuring and regulatory assessment through to execution, post-closing obligations and continuing disclosure compliance.
Legal Framework
Three Structuring Axes
The Instrument
Equity (ordinary or preferred shares), debt (vanilla bonds, structured notes, convertibles), hybrid (subordinated and capital instruments), or specialised (sukuk, asset-backed, project bonds). Each instrument category triggers a distinct regulatory framework and investor protection regime — from the SPK Communiqués for Turkish instruments to the EU Prospectus Regulation and SEC registration requirements for international offerings.
The Offering Format
Public offering with full prospectus, private placement to qualified investors, exempt offering or hybrid structures. The choice of offering exemptions — Rule 144A in the US, Regulation S internationally, AIFMD and MiFID II placement regimes in the EU — determines the distribution scope, documentation requirements and ongoing regulatory obligations of the issuer and the intermediaries.
The Listing Venue
Domestic exchange (Borsa İstanbul), EU regulated market, London Stock Exchange, Luxembourg Stock Exchange / Euro MTF, Singapore Exchange or specialist debt listing venues. Each venue imposes its own continuing obligations framework — periodic reporting, material event disclosure and corporate governance requirements — that governs the issuer for the life of the listed instrument.
Service Areas
Equity Capital Markets
Legal advisory on IPOs, secondary offerings, rights issues and block trades — covering prospectus preparation, SPK/BIST listing procedures, underwriting documentation, stabilisation arrangements and post-offering lock-up compliance for domestic and international equity transactions.
Debt Capital Markets & Eurobonds
Structuring and documenting corporate bond programmes, Eurobond issuances, EMTN programmes and standalone notes — covering dealer agreements, listing documentation for Luxembourg, London and other venues, and Turkish-law governed domestic debt issuance under the SPK Communiqué framework.
Hybrid & Structured Instruments
Legal structuring of convertible bonds, subordinated instruments, bank capital instruments (AT1, Tier 2), sukuk and asset-backed securities — each requiring command of the instrument-specific regulatory framework, Sharia standards for Islamic instruments, and cross-border investor distribution mechanics.
Prospectus Drafting & Disclosure
Preparation and review of prospectuses, offering memoranda and information documents — with a focus on technical accuracy, internal consistency and regulatory defensibility. The prospectus is the foundational disclosure record against which continuing obligations are assessed; it is treated as a long-term disclosure framework, not a transactional output.
Public Offering Readiness
Advisory for issuers preparing for public markets — covering corporate restructuring, governance alignment, disclosure systems, internal controls and management liability exposure. Readiness advisory is tailored to the applicable jurisdiction and regulatory regime, ensuring sustainable compliance frameworks rather than short-term transactional solutions.
Continuing Disclosure & Listed Company Advisory
Standing advisory to listed companies on continuing disclosure obligations under the Material Disclosures Communiqué (II-15.1), the Corporate Governance Communiqué (II-17.1) and equivalent foreign frameworks — covering material event identification, inside information management, related-party transactions and engagement with SPK and BIST.
Private Placements & Exempt Offerings
Structuring cross-border private placements to qualified institutional buyers — including Rule 144A / Regulation S offerings, AIFMD-compliant placements in the EU and equivalent regimes. Advisory covers selling restriction design, investor eligibility, documentation and the interaction with Turkish capital markets law requirements.
Securitisation & Structured Finance
Legal structuring of securitisation transactions and asset-backed issuance — covering the Turkish asset-backed securities framework, Luxembourg and EU Securitisation Regulation (STS) structures, REIT/GYO frameworks and real estate capital markets instruments. Advisory spans the asset pool, SPV structure, note issuance and investor documentation.
Capital Markets Regulatory Compliance (SPK)
Advisory on compliance with SPK (Capital Markets Board) requirements — including licensing, capital adequacy, intermediary regulation, market abuse obligations under Capital Markets Law Article 107, and the 2024 crypto-asset service provider framework bringing virtual asset platforms within SPK supervision.
Sustainability-Linked & Green Capital Markets
Legal advisory on green bond, sustainability-linked bond and social bond issuances — covering ICMA Green Bond Principles alignment, SPK sustainability disclosure requirements (TSRS 1 & 2), ISSB-aligned reporting obligations, EU CSRD compliance for in-scope entities and LuxSE Green Exchange (LGX) listing procedures.
Sector Intersections
Sectors in Which This Practice is Engaged
Capital markets work cuts across sectors, with particular intensity in industries characterised by substantial financing requirements or regular access to public markets. The principal sector intersections include:
- Financial Institutions — bank capital instruments (AT1, Tier 2), bond programmes and insurance company capital markets activity.
- Energy & Renewables / Oil & Gas — green bonds, sustainability-linked bonds, project bonds and infrastructure financing.
- Technology, Media & Telecommunications — technology IPOs, convertible instruments and the principal segment driving emerging market equity issuance.
- Real Estate & Hospitality — REIT/GYO structures, real estate bond issuance and sukuk-funded real estate investments.
- Manufacturing & Industrial Products — corporate bond programmes, sustainability-linked financing and asset-backed securitisation.
- Mining & Metals — listed mining company financings, royalty/streaming-linked capital structures and resource-backed debt issuance.
- Sports & Entertainment — listed sports club governance, fan token and digital security frameworks.
- Bullion & Money Exchange — tokenised gold products and Borsa İstanbul KKTP-listed precious metals investment vehicles.
Jurisdictional Reach
Cross-Border Capital Markets Advisory
Capital markets regulation varies substantially between jurisdictions in the design of prospectus requirements, the regulation of intermediaries, the framework for market abuse and the requirements for continuing disclosure by listed companies. Mermeroglu Legal advises on transactions engaging the regulatory frameworks of the following jurisdictions, among others:
Turkish issuers access international capital markets primarily through London Stock Exchange depository receipt programmes (GDR/ADR), Luxembourg Stock Exchange and Euro MTF debt listings, and Frankfurt Stock Exchange secondary listings. The 2024 amendments to the Capital Markets Law and the SPK Communiqué framework have facilitated cross-border issuance by Turkish issuers, including streamlined procedures for parallel domestic and international offerings.
For detailed advice on jurisdictions not listed above — including emerging capital markets regimes, country-specific listing procedures or jurisdiction-specific timing and filing requirements — please direct your enquiry through the firm's contact channels.
Standards & Instruments
International and Regional Instruments
Cross-border capital markets work engages a framework of international instruments addressing securities regulation, market abuse, sustainability disclosure and cross-border cooperation. The most operationally significant include:
IOSCO Principles of Securities Regulation
The IOSCO Principles provide the international benchmark for securities regulation, implemented domestically through the Capital Markets Law and SPK regulation, and through equivalent frameworks in IOSCO member jurisdictions. The IOSCO MMOU provides the framework for international cooperation and information exchange between regulators — Türkiye's SPK is a signatory.
EU Prospectus Regulation (2017/1129)
The Prospectus Regulation provides the EU framework for prospectus requirements applicable to securities offerings and admission to trading on EU regulated markets. Substantially amended through the 2024 Listing Act package to simplify prospectus drafting, reduce administrative burden on smaller issuers and promote SME access to capital markets.
EU Market Abuse Regulation (596/2014)
The MAR provides the EU framework for the prohibition of insider dealing, unlawful disclosure of inside information and market manipulation. The framework has substantial extraterritorial application to securities admitted to trading on EU markets, including instruments issued by non-EU issuers such as Turkish corporates.
IFRS Sustainability Disclosure Standards (ISSB)
The ISSB's IFRS S1 and IFRS S2 standards address general sustainability disclosures and climate-related disclosures. Türkiye has adopted ISSB-aligned reporting requirements (TSRS 1 & 2) for listed companies with phased application from 2024 — operationally significant for prospectus drafting and continuing disclosure.
EU Corporate Sustainability Reporting Directive (CSRD)
The CSRD substantially expands sustainability reporting obligations for EU companies and large non-EU companies operating in the EU. Reporting under European Sustainability Reporting Standards (ESRS) entered phased application from 2024 — affecting Turkish issuers with EU subsidiaries or significant EU operations.
EU Securitisation Regulation (2017/2402)
The Securitisation Regulation provides the EU framework for securitisation transactions, including the simple, transparent and standardised (STS) framework. The 2024 reforms addressed the framework's application to synthetic securitisations and streamlined requirements for issuers — relevant to Turkish asset-backed issuance into EU markets.
Our Approach
How Mermeroglu Legal Engages
Capital markets mandates routinely engage the law of the issuer's home jurisdiction, the law of the listing venue, the law governing the underwriting and related documentation, and the laws applicable to the offering exemptions used in cross-border distribution. Our practice is structured to coordinate across those legal systems through a single point of accountability.
Each mandate is led by a single matter principal at the firm, supported by an internal team drawing on capital markets, corporate, banking and finance, tax and regulatory practices. Where the matter requires advice on the law of jurisdictions outside Türkiye, we work through long-standing alliance arrangements with foreign counsel, including in London (the principal European centre), Luxembourg (for debt listings), the United States and the Gulf.
Our approach to capital markets work places particular emphasis on the prospectus drafting and disclosure framework. The prospectus is not only an offering document but the foundational disclosure record against which the issuer's continuing reporting obligations will be assessed. We treat prospectus drafting as the establishment of a long-term disclosure framework rather than a transactional output.
We maintain continuing advisory relationships with listed company clients, providing standing access to advice on continuing disclosure obligations, material events, related-party transactions and engagement with the SPK and the Borsa İstanbul listing authorities.
INITIAL ENQUIRIES
Cross-border offerings are handled through coordinated internal and alliance teams, with a single matter principal carrying responsibility for the engagement.
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