Prospectus liability in capital markets law

Public offering is referred to calls made by all means for the purchase of capital market instruments. When public offering of that instruments, prospectus document that must be held. The prospectus is the most important public disclosure document that investors can obtain information of capital market instruments publicly held and their issuers. From this perspective, it is extremely important that the information disclosed in the prospectus is accurate and reflects the truth in an honest way for the protection of investors. Civil liability from prospectus is specially regulated in Turkish Law in according with the EU Directive and contemporary approaches, including protective provisions for investors. According to regulation laid in the Article 10 of the Capital Markets Law of Turkey, No: 6362, issuer is firstly liable for the losses arising from the inaccurate, misleading and incomplete information included in the prospectus. The liability of issuer is an absolute liability, not based on fault. However, guarantor, the members of the board of directors of the issuer and the intermediary institution have been held liable in case when the loss cannot be compensated by the issuer. In this framework, they are liable to the extent of their fault and to the extent the losses can be attributed to them according to the necessities of the situation. This thesis entitled "Prospectus Liability In Capital Markets Law" examines legal liabilities of the auditors in three parts. The first part is "Prospectus and Public Offering". Under this title, examined definition of prospectus, legal nature of prospectus, disclosure of prospectus. The second part is "Instruments and The Basics of Civil Liability from Prospectus". Under this title, examined types of capital market instruments, legal provisions regulating the liability towards third parties, tort law, liability under quasi contract and responsibility arising from trust. The third part is "Indemnification of the Third Party's Loss". Under this title, examined the conditions of indemnification of the third party's loss, parties of the actions for the damages, conditions for the responsibilities, the burden of proof, the calculation of the indemnification, competent court and prescription.