Syndicate Legal Advisory Services prepares the complete legal documentation package required to list a company’s shares, or Turkish depositary receipts representing them, on the Borsa Istanbul Equity Market in the Star Market, Main Market, or Sub-Market. Working alongside the company’s management, the CMB-licensed intermediary institution leading the offering, the CMB-authorized independent audit firm, and the Central Securities Depository, we draft, assemble, and organize every document Borsa Istanbul and the Capital Markets Board require — for an initial public offering in Türkiye, a depositary receipt listing by a company already listed in the United States, or a transfer between sub-markets — so the application is submitted complete, internally consistent, and ready for review.
Scope of work includes:
Pre-application and sub-market analysis — written assessment of the company against the Borsa Istanbul Listing Directive’s admission requirements for each sub-market (operating history, equity, profitability, free-float ratio, and market-value-of-free-float thresholds), the CMB’s conditions for foreign issuers and depositary receipts, the suitability of a direct share listing versus a depositary receipt structure given Turkish settlement and foreign-exchange considerations, and the minimum public-offering and free-float requirements, with a gap memo identifying the achievable sub-market and what must be addressed before filing.
Borsa Istanbul listing application package — preparation of the listing application and its supporting documents in the form the Listing Directive prescribes, the intermediary institution’s declarations, the directors’ and officers’ declarations, the foreign-issuer undertakings, the shareholder register and free-float analysis, the MKK and Takasbank eligibility confirmations, and all supporting exhibits, with certified Turkish translations of the company’s constitutional documents, material contracts, and home-country financial statements.
Prospectus and CMB registration — drafting and coordination of the prospectus (izahname) and the issuance documents for CMB approval under the Capital Markets Law and the prospectus communiqué, the price-determination report and the intermediary institution’s due-diligence materials, and, for a depositary receipt listing, the depositary agreement, custodian arrangements, and the receipt terms under the CMB’s foreign capital market instruments communiqué.
Foreign-issuer compliance documents — the documents the CMB and Borsa Istanbul require specifically of foreign companies: appointment of a resident representative in Türkiye for notices and disclosure, confirmation that the home jurisdiction’s regulatory and disclosure regime and the company’s constitutional documents satisfy the CMB’s investor-protection criteria, the undertaking to comply with Turkish disclosure obligations, and the tax and foreign-exchange registrations for the issuer and the offering proceeds.
U.S. securities law and cross-border coordination — Regulation S structuring for the Turkish offering, confirmation that the listing creates no new Securities Act or Exchange Act registration obligation, conforming disclosure in the company’s U.S. periodic reports, Turkish foreign-exchange legislation compliance for capital flows and dividend repatriation, and reconciliation of the Turkish and U.S. disclosure timetables.
Corporate governance documents — amendments to the constitutional documents to meet the CMB’s corporate governance communiqué as applied to foreign issuers, including independent board members, audit and corporate governance committees, and the investor relations function; board and shareholder resolutions authorizing the listing and offering; the corporate governance compliance report; and the English-language mirror versions the U.S. board will act on.
Material-event disclosure and insider compliance — procedures under the CMB’s communiqué on material events disclosure, insider lists and the list of persons with access to inside information, the share-buyback and manipulation rules, disclosure of significant shareholdings and management transactions, and integration with the company’s U.S. Regulation FD, Section 16, and Schedule 13D/13G processes.
Settlement, registry, and depositary documentation — MKK dematerialized registration, Takasbank settlement eligibility, the arrangements for holding the underlying shares where a depositary receipt structure is used, and the mechanism for transferring between the U.S. register (DTC) and MKK for a dual-listed company.
Exchange and regulator correspondence — preparation of English-language drafts and supporting materials for responses to Borsa Istanbul listing queries, CMB comments on the prospectus, and the intermediary institution’s due-diligence requests, for finalization and filing by Turkish counsel.
Post-listing compliance toolkit — a bilingual calendar and template set covering ongoing obligations: quarterly, semi-annual, and annual financial reports and the annual activity report filed through KAP, material-event disclosures, the corporate governance compliance report, general assembly procedures, free-float and sub-market continued-eligibility monitoring, and the interaction with the company’s U.S. reporting calendar, delivered at closing.
Deliverable: a fully assembled, indexed listing application binder (electronic and hard copy) with a filing checklist mapped to the Listing Directive’s document list, and a reviewer-ready version of each document for execution by the company’s officers.
Engagement structure: flat-fee document preparation, scoped by sub-market (Star, Main, or Sub-Market), structure (direct share listing or depositary receipts), and route (Turkish IPO or depositary receipt listing by a U.S.-listed company), with milestone billing tied to the pre-application memo, listing-application package, prospectus approval, and admission.