Improper public offer and unauthorized capital market activity offenses in Turkish Capital Market Law

With the capital market law numbered 6362, two different crimes were organized as" Illegal Public Offering offense" and "Unauthorized Capital Market Activity offense." Among these offenses, an improper public offering can be committed in two ways. The first one is the public offering of capital market instruments without issuing a prospectus approved by the CMB, and the other is the sale of capital market instruments without issuing certificates from the CMB. Another offense is the crime of unauthorized capital market activity. This offense is the realization of capital market activity in any way without permission. These activities may take the form of unauthorized establishment and operation of one of the institutions that are subject to the permission of the CMB in the capital market or may involve unauthorized transactions. Articles 37 and 38 of the Capital Market Law contain regulations on capital market and capital market side activities. However, these articles can be considered as exemplificative. In our opinion, transactions that are subject to unauthorized capital market activity can be considered as any transaction which is defined in the Capital Market Law and any related legislations. Unauthorized mass funding and forex transactions may be considered within the scope of this offense as common examples.