Insider Dealing in Turkey: Article 106 and Investor Claims

Market manipulation investigations often raise a second question: did anyone trade on information the market did not yet have? Turkish law treats insider dealing as a separate offence. Under Capital Markets Law Art. 106, giving, changing or cancelling orders on the basis of information that is not yet public and could affect prices or investors’ decisions, and thereby obtaining a benefit for oneself or another, is punishable by three to five years’ imprisonment or a judicial fine of at least twice the benefit. The offence can be committed by company managers, shareholders, professionals who learn the information in their work, persons who obtain it through crime, and anyone who knows or should know its nature. This guide explains the elements of the offence, who can commit it, the exceptions, how it differs from market manipulation and market-disrupting acts, SPK’s investigative tools and the reporting duty of intermediaries, how investors take part in the criminal process, and whether investors can claim damages from insiders. It reflects the legislation in force as at 25 October 2026.

Why insider dealing matters in the 2026 cases

When prices of a group of shares collapse and investigations begin, two kinds of trading attract attention. One is trading designed to create a false impression of price or demand, which is market manipulation and is explained in Market Manipulation under Turkish Law. The other is trading by persons who knew something the market did not: for example, selling before news of liquidity problems, regulatory action or the collapse of a fund became public. That is insider dealing.

For foreign investors the distinction matters for three reasons. The legal elements differ, so evidence that fails to prove one offence may prove the other. SPK’s measures and criminal complaints may concern either or both. And the civil position of an investor who traded at the same time as an insider is different from that of an investor who bought at a manipulated price. This guide does not suggest that any particular person has committed insider dealing; investigations are ongoing and the presumption of innocence applies.

Key point: Insider dealing under Art. 106 requires that the trader obtained a benefit for itself or another. The offence is complete when orders based on non-public, price-sensitive information produce a benefit, whether by gaining from a rise or avoiding a loss. It is prosecuted only on SPK’s written application (Capital Markets Law Art. 115), so an investor’s complaint usually goes to SPK as well as to the prosecutor.

The elements of the offence

What must be proved under Capital Markets Law Art. 106(1)

Element	What the law requires	Typical evidence
The information	Information relating directly or indirectly to capital market instruments or issuers	Internal company documents, board minutes, correspondence with regulators or banks
Price sensitivity	Information capable of affecting the prices or values of the instruments or investors’ decisions	Market reaction when the information became public
Not yet public	Information that had not yet been announced to the public	Timing of announcements on the Public Disclosure Platform compared with the trades
The conduct	Giving a buy or sell order, or changing or cancelling an order, on the basis of that information	Order and trade records from intermediaries and the exchange
The benefit	A benefit obtained for oneself or another as a result	Profit made or loss avoided, calculated against the price after the information became public
The person	One of the categories in Art. 106(1)(a)–(d)	Corporate positions, shareholdings, professional roles, knowledge

Changing or cancelling an order is expressly covered. A person who withdraws a sell order because it learns that good news is coming, and so obtains a benefit, falls within the provision just as one who places a new order does.

Who can commit it

Categories of insider under Art. 106(1)

Category	Who it covers	Provision
Managers	Managers of issuers and of their subsidiaries or parent companies	Capital Markets Law Art. 106(1)(a)
Shareholders	Persons who have the information because they are shareholders of the issuer or of its subsidiaries or parent companies	Art. 106(1)(b)
Professionals	Persons who have the information in the course of their work, profession or duties, such as auditors, lawyers, bankers, consultants and public officials	Art. 106(1)(c)
Through crime	Persons who obtained the information by committing an offence	Art. 106(1)(ç)
Anyone else who knows	Persons who know, or if proved should know, that the information they have is of this kind	Art. 106(1)(d)

The last category is broad. It reaches people outside the company who receive information from an insider, provided they knew, or should have known, that it was non-public and price-sensitive. In practice, chains of communication between company insiders, their relatives and associates, and traders are often at the centre of investigations.

Penalty and limitation

Insider dealing is punishable by three to five years’ imprisonment or a judicial fine; where a judicial fine is imposed, it cannot be less than twice the benefit obtained (Capital Markets Law Art. 106(1)). The lower limit was raised from two to three years by Law No. 7222 in 2020. Because the maximum sentence does not exceed five years, the prosecution is time-barred after eight years (Turkish Criminal Code Art. 66(1)(e)).

The judicial fine is an alternative to imprisonment, not an addition to it, and its minimum is tied to the benefit obtained, so the calculation of the benefit, usually the profit made or loss avoided measured against the price after the information became public, matters for the sentence as well as for confiscation.

The criminal limitation period also matters for civil claims. Where the act causing loss is a crime with a longer limitation period than the civil one, the longer period applies to the compensation claim (Turkish Code of Obligations Art. 72(1)). Proceeds of the offence are confiscated only to the extent they cannot be returned to the victim (Turkish Criminal Code Art. 55(1)).

Contact Hukukçular Evi Ankara

For questions on insider dealing, SPK investigations and investor claims in connection with the 2026 fund and manipulation cases, you can reach our office by phone or WhatsApp. We correspond in English. Hukukçular Evi Ankara: +90 554 648 37 15

📞 +90 554 648 37 15 💬 WhatsApp

What is not insider dealing

The Capital Markets Law excludes three kinds of transaction from both insider dealing and market manipulation (Art. 108(1)):

transactions by the Central Bank of the Republic of Turkey or another authorised official body, or persons acting on their behalf, for monetary, exchange-rate or public debt management policy or for financial stability (Art. 108(1)(a));
buy-back programmes, employee share programmes and other allocations of shares to employees of the issuer or its subsidiaries carried out under SPK rules (Art. 108(1)(b));
transactions, orders and cancellations made solely to support the market price of instruments for a predetermined period, provided they comply with SPK’s rules on price stabilisation and market making (Art. 108(1)(c)).

Outside these exceptions, the law does not provide a general defence for trades that were planned before the information arose; whether an order was in fact based on the information is a question of evidence in each case.

The exceptions are narrow and tied to SPK’s rules. A buy-back that does not follow SPK’s conditions, or stabilisation outside the permitted period, does not benefit from them.

Insider dealing, manipulation and market-disrupting acts

Three forms of market abuse under the Capital Markets Law

Feature	Insider dealing	Market manipulation	Market-disrupting acts
Article	106	107(1) trade-based; 107(2) information-based	104
Core conduct	Trading on non-public, price-sensitive information	Trading to create a false or misleading impression; or giving false, wrong or misleading information or spreading it	Acts and transactions without a reasonable economic or financial justification that disrupt the orderly functioning of markets, as defined by SPK
Benefit required?	Yes	Not for 107(1); yes for 107(2)	No; but the fine is at least twice any benefit obtained
Nature	Criminal offence	Criminal offence	Administrative offence, applying only where the conduct is not a crime
Sanction	Three to five years’ imprisonment or a judicial fine of at least twice the benefit	Three to five years’ imprisonment and a judicial fine	Administrative fine imposed by SPK
SPK measures available	Yes	Yes	Yes

The same trading may raise more than one of these. A person who trades on inside information and then spreads misleading rumours to move the price further may face both Art. 106 and Art. 107(2). Conduct that does not amount to an offence may still be a market-disrupting act if it falls within SPK’s definitions (Art. 104(1)).

The link with disclosure duties

Inside information exists because issuers do not disclose everything immediately. Information, events and developments that may affect the value or price of capital market instruments or investors’ decisions must be disclosed by issuers or the parties concerned (Capital Markets Law Art. 15(1)). SPK determines the procedures, including the exceptional cases in which disclosure may be delayed or not made (Art. 15(2)).

The disclosure rules matter for investors in two ways. A late or incomplete disclosure can found a claim against the issuer and the signatories of public disclosure documents (Art. 32), explained in Prospectus and Disclosure Liability in Turkey. And the period between when information arose and when it was disclosed is the window in which insider dealing can occur; trading by insiders in that window is the first thing investigators examine.

SPK’s tools

SPK’s powers in insider dealing cases

Power	Content	Article
Measures against suspects	Where there is reasonable suspicion of acts under Arts. 104, 106 or 107: temporary or permanent bans on trading on exchanges, changes to settlement methods, limits on margin trading, short selling and lending, collateral requirements, trading on different markets or terms, limits on market data distribution, trading or position limits, and any other measure needed for the market to function efficiently	Capital Markets Law Art. 101(1)
Internet content	In investigations under Arts. 104, 106 and 107, removal of content and/or blocking of access to internet publications, implemented through the Association of Access Providers	Art. 101(3)
Reports from intermediaries	Investment firms and other designated institutions must report to SPK any information or matter giving rise to suspicion that a transaction constitutes an offence under Arts. 106 or 107	Art. 102(1)
Confidentiality of reports	Those reporting may not disclose the report, even to parties to the transaction, except to courts, prosecutors and the Financial Crimes Investigation Board	Art. 102(2)
Criminal complaint	Investigation of capital markets offences requires SPK’s written application; SPK becomes a participating party once the indictment is accepted	Art. 115

Trading bans and other measures are imposed on suspicion and do not establish guilt. They are, however, a public signal of whom SPK is examining, and SPK bulletins are usually the first map investors have of potential defendants.

Investors in the criminal process

Because prosecution of insider dealing requires SPK’s written application (Art. 115), an investor that suspects insider dealing in shares it traded can bring the facts to SPK’s attention as well as filing a complaint with the prosecutor. Once a prosecution is brought, investors harmed by the offence may join as participating parties until judgment at first instance (Criminal Procedure Code Art. 237), and their lawyers may examine the file (Art. 153).

Seizure of suspects’ assets under Criminal Procedure Code Art. 128 is limited to the offences listed in that article, which do not include the capital markets offences of the Capital Markets Law; it is available where the investigation also concerns listed offences such as abuse of trust or fraud. The details, and the investor’s own precautionary measures, are explained in Freezing Assets in Turkey for Investor Claims. Participation is explained in Joining a Criminal Case in Turkey as a Foreign Investor.

Can investors claim damages from insiders?

The Capital Markets Law has no specific civil liability provision for insider dealing comparable to the disclosure rules in Art. 32. Investors therefore rely on the general rule that anyone who causes loss to another by a culpable and unlawful act must compensate it (Turkish Code of Obligations Art. 49(1)). Trading in breach of a criminal prohibition is unlawful; the difficult questions are loss and causation.

Who is harmed? On an anonymous exchange, an insider who sells before bad news does not deal with an identifiable victim. Investors who bought during the period the insider was selling may argue that they would not have bought, or would have paid less, had the information been public. The connection between the insider’s trades and their loss must be shown.
How much? The insider’s benefit and the investors’ losses are different measures. The investor’s claim is for its own loss, which it must prove, with the judge determining the amount equitably where exact proof is impossible (Art. 50).
Who else? Where the information should have been disclosed earlier, the issuer and the signatories of disclosure documents may be liable under the Capital Markets Law (Arts. 15 and 32), often a more practical route than a claim against the insider. Where managers traded on information belonging to the company, claims by the company against them for breach of duty are governed by the Commercial Code (Turkish Commercial Code Arts. 553 and 555).

Where an insider passes information to others who trade, the insider and the persons who trade on the information may be liable together. Persons who cause the same loss together, or are liable for it on different grounds, are jointly and severally liable (Turkish Code of Obligations Art. 61), and share the burden among themselves according to fault (Art. 62).

Because the insider’s benefit is confiscated only to the extent it cannot be returned to the victim (Turkish Criminal Code Art. 55(1)), investors who establish their claims may have a route to assets connected with the offence. How such claims are quantified is explained in Calculating Damages in Turkish Securities Claims, and claims against directors in Suing Directors and Auditors of Turkish Listed Companies.

Hukukçular Evi Ankara

Ankara-based law office, Av. Fatma Öztürk. Telephone and WhatsApp: +90 554 648 37 15. We correspond in English.

📞 +90 554 648 37 15 💬 WhatsApp

Cross-border trading and cooperation between regulators

Insider dealing in Turkish shares is not always carried out through Turkish accounts. Orders may come through foreign intermediaries, omnibus accounts or structures abroad. The Capital Markets Law allows SPK to enter into memoranda of understanding with foreign counterpart regulators; information and documents SPK provides under them are outside the confidentiality rule that binds SPK’s officials (Art. 135(2)). Confidential information SPK obtains under such memoranda may be given only to prosecutors and criminal courts in criminal investigations and prosecutions, and in proceedings concerning offences allegedly committed by SPK officials (Art. 135(2)); where a memorandum confers a clearly limited sharing authority, lacks reciprocity, or the counterpart is not bound by an equivalent duty of confidentiality, the confidentiality rules apply by analogy (Art. 135(3)).

The practical consequence for investors is that evidence obtained from foreign regulators about who stood behind cross-border orders is most likely to appear in the criminal file. That is another reason why participation in the criminal case, with access to the file through counsel (Criminal Procedure Code Art. 153), is usually part of an investor’s strategy.

Intermediaries, fund managers and client orders

Brokers and portfolio managers learn information in the course of their work and therefore fall within Art. 106(1)(c) when they trade on non-public, price-sensitive information about issuers. Their position also raises duties specific to them. Portfolio management companies must protect the interests of the funds they manage, of unit holders and of their other clients (Capital Markets Law Art. 55(6)). Selling, using, pledging, hiding or denying capital market instruments, cash or other assets entrusted to investment firms or fund boards for whatever purpose, for their own or another’s benefit, is an aggravated form of abuse of trust, with a sentence under Criminal Code Art. 155(2) of not less than three years (Art. 110(1)(a)). Intermediaries must also report suspected insider dealing and manipulation to SPK (Art. 102(1)).

Where an intermediary or manager uses its knowledge of client or fund orders for its own trading, the conduct may therefore raise questions under several provisions at once. Claims by unit holders and clients of such firms are discussed in our fund liquidation guide and our legal guide for foreign institutional investors.

Reconstructing the timeline

Insider dealing cases are won or lost on chronology. The table shows the points an investigation, or an investor preparing a complaint, usually establishes.

Key dates in an insider dealing analysis

Point in time	Question	Legal relevance
When the information arose	When did the event or development exist in a form capable of affecting prices or decisions?	Start of the period in which the information was inside information (Capital Markets Law Art. 106(1))
Who learned it, and when	Which managers, shareholders, advisers or others had it, and through which channel?	Categories of insider (Art. 106(1)(a)–(d)); chains of communication
Decision on disclosure	Was disclosure delayed, and if so on what basis?	Disclosure duty and SPK’s rules on delay (Art. 15)
The trades	Who placed, changed or cancelled orders in the period, in what size?	The conduct element; suspicious transaction reports (Art. 102)
Public announcement	When did the information reach the market, and how did prices react?	End of the non-public period; measure of the benefit
SPK action	Were measures imposed or a criminal complaint filed?	Arts. 101 and 115; start of the prosecution route

Consequences for companies and licensed firms

Where insider dealing or market manipulation is committed for the benefit of a legal person, security measures specific to legal persons are imposed on it (Capital Markets Law Art. 114(1)). Under the Criminal Code, where intentional offences are committed for the benefit of a private legal person operating under a licence from a public body, with the participation of its organs or representatives and through abuse of the authority the licence gives, conviction leads to revocation of the licence (Turkish Criminal Code Art. 60(1)); confiscation provisions also apply to private legal persons for offences committed for their benefit (Art. 60(2)). The judge may decline to apply these measures where their consequences would be disproportionate to the offence (Art. 60(3)).

For investors, these rules matter mainly when a brokerage, portfolio management company or other licensed firm is involved. The firm’s exposure to licence revocation and confiscation affects both its solvency and its incentive to settle claims.

Proceeds, laundering and confiscation

Because insider dealing carries a minimum sentence of three years, its proceeds can be the subject of the laundering offence, which covers assets derived from offences with a minimum sentence of six months or more. Taking such assets abroad, or subjecting them to transactions to hide their illicit source or give the impression they were lawfully obtained, is punishable by three to seven years’ imprisonment and a judicial fine (Turkish Criminal Code Art. 282(1)). A person who, without participating in the laundering, knowingly acquires, accepts, holds or uses such assets is punishable by two to five years’ imprisonment (Art. 282(2)).

Laundering is one of the offences for which a trustee may be appointed to run a company during the investigation where the offence is being committed within its activities (Criminal Procedure Code Art. 133(4)). The benefit from the offence is confiscated, or its equivalent value where the benefit itself cannot be seized, but only to the extent it cannot be returned to the victim (Turkish Criminal Code Art. 55(1)–(2)).

Confidentiality during SPK investigations

SPK investigations rely on confidentiality. Disclosing to others information or documents requested in the course of an SPK examination or audit is punishable by one to three years’ imprisonment and a judicial fine (Capital Markets Law Art. 113(1)). Intermediaries that report suspicious transactions may not disclose the report to anyone other than courts, prosecutors and the Financial Crimes Investigation Board (Art. 102(2)). In the criminal investigation, the prosecutor may use SPK’s professional staff, who may also attend when suspects and witnesses give statements (Art. 115(3)). If the prosecutor decides not to prosecute, SPK itself may object (Art. 115(4)), alongside any investor who filed a complaint (Criminal Procedure Code Art. 173).

A practical sequence for investors who suspect insider dealing

Fix the chronology. Compare your own trades with the timing of announcements on the Public Disclosure Platform and with any SPK measures concerning the shares.
Inform SPK and the prosecutor. Because prosecution requires SPK’s written application (Capital Markets Law Art. 115(1)), set out the facts to SPK as well as to the prosecutor.
Preserve your records. Keep order and trade data, custody statements and internal decision records; they are your evidence of loss and reliance.
Protect the civil claims. Diarise the six-month period for disclosure claims against the issuer (Art. 32(6)) and the two-year period for tort claims (Turkish Code of Obligations Art. 72).
Join the prosecution when it begins. Apply to join as a participating party and seek access to the file (Criminal Procedure Code Arts. 153 and 237).
Consider precautionary measures. Where insiders or tippees may move assets, a precautionary attachment may be needed for the civil claim (Enforcement and Bankruptcy Law Art. 257).

Evidence

Where the evidence of insider dealing is found

Source	What it shows	How investors reach it
Public Disclosure Platform announcements	When information became public	Publicly available
SPK bulletins	Measures and criminal complaints against named persons	Publicly available
Exchange and intermediary order records	Who traded, when and in what size	Through the criminal file or court production orders (Criminal Procedure Code Art. 153; Code of Civil Procedure Arts. 220 and 221)
Suspicious transaction reports	Intermediaries’ concerns at the time	Confidential; available to courts and prosecutors (Capital Markets Law Art. 102(2))
SPK investigation reports	Analysis of trading and benefit	Through the criminal file once accessible
Company documents	When information arose and who knew it	Shareholder information rights and special audit (Turkish Commercial Code Arts. 437–439); production orders

Requests under the Right to Information Law do not reach information whose disclosure would endanger administrative or criminal investigations (Law No. 4982 Arts. 19 and 20), so investors usually obtain this evidence through the criminal file or the civil court.

Deadlines

Time limits relevant to insider dealing

Step	Time limit	Article
Criminal prosecution	Eight years	Turkish Criminal Code Art. 66(1)(e)
Civil claim against an insider	Two years from knowledge of the loss and the person liable; ten years from the act; the longer criminal period applies	Turkish Code of Obligations Art. 72(1)
Claim based on disclosure documents	Six months from the loss	Capital Markets Law Art. 32(6)
Objection to a decision not to prosecute	Two weeks from service	Criminal Procedure Code Art. 173(1)
Joining the prosecution	Until judgment at first instance	Art. 237

Frequently asked questions

What is insider dealing under Turkish law?

Giving, changing or cancelling orders on the basis of non-public information capable of affecting prices or investors’ decisions, and thereby obtaining a benefit for oneself or another, by a person in one of the categories in Capital Markets Law Art. 106(1).

Does the person have to be a company insider?

No. Besides managers and shareholders, the offence covers professionals who learn information in their work, persons who obtain it through crime, and anyone who knows or should know that the information is non-public and price-sensitive (Art. 106(1)(c)–(d)).

What is the penalty?

Three to five years’ imprisonment or a judicial fine of at least twice the benefit obtained (Art. 106(1)).

Is avoiding a loss a benefit?

The law refers to obtaining a benefit for oneself or another. Selling before bad news becomes public avoids a loss that would otherwise have been suffered, and that is generally treated as a benefit.

Can the prosecutor act without SPK?

No. Investigations of capital markets offences require SPK’s written application (Art. 115).

Are buy-back programmes insider dealing?

Not if carried out under SPK’s rules (Art. 108(1)(b)).

Can an investor sue an insider for damages?

Under the general tort rule (Turkish Code of Obligations Art. 49), if it proves its loss and the causal link with the insider’s conduct. Claims against the issuer for late or misleading disclosure (Capital Markets Law Arts. 15 and 32) are often more practical.

Can SPK obtain information from foreign regulators about cross-border orders?

Yes, under memoranda of understanding. Confidential information obtained that way may be given only to prosecutors and criminal courts, among others listed in Capital Markets Law Art. 135(2), so it typically reaches investors through the criminal file.

Can a fund manager or broker commit insider dealing?

Yes. Persons who learn information through their work fall within Art. 106(1)(c). Managers and brokers also owe specific duties to funds and clients (Art. 55(6)), and misuse of entrusted assets is an aggravated abuse of trust (Art. 110(1)(a)).

Why does the timing of announcements matter so much?

Because the offence concerns information not yet announced to the public (Art. 106(1)). The gap between when information arose and when it was announced on the Public Disclosure Platform is the period in which insider dealing can occur, and the price reaction on announcement is the usual measure of the benefit.

Can the proceeds of insider dealing be laundered?

Yes. Insider dealing carries a minimum of three years, so its proceeds can be the subject of the laundering offence (Turkish Criminal Code Art. 282(1)), and knowingly acquiring or using them is also an offence (Art. 282(2)).

What happens to a company that benefits from insider dealing?

Security measures specific to legal persons are imposed (Capital Markets Law Art. 114), and licensed firms may lose their licence where the conditions of Turkish Criminal Code Art. 60 are met.

Is it an offence to disclose what SPK has asked for?

Yes. Disclosing information or documents requested in an SPK examination is punishable by one to three years’ imprisonment and a judicial fine (Capital Markets Law Art. 113(1)).

Can SPK object if the prosecutor drops the case?

Yes. SPK may object to a decision not to prosecute (Art. 115(4)), as may a complainant within two weeks (Criminal Procedure Code Art. 173(1)).

Must brokers report suspicious trades?

Yes. Investment firms and other designated institutions must report to SPK any matter giving rise to suspicion of an offence under Arts. 106 or 107, and may not tell the parties about the report (Art. 102).

Important note: This guide is for general information only and does not constitute legal advice on any matter. It does not suggest that any person has committed insider dealing; investigations are ongoing and the presumption of innocence applies. It reflects the legislation in force as at 25 October 2026. Legislation relied on: Capital Markets Law No. 6362, Arts. 15, 32, 55, 101, 102, 104, 106, 107, 108, 110, 113, 114, 115 and 135 (Art. 106 as amended by Law No. 7222); Turkish Criminal Code No. 5237, Arts. 55, 60, 66, 155 and 282; Turkish Code of Obligations No. 6098, Arts. 49, 50, 61, 62 and 72; Enforcement and Bankruptcy Law No. 2004, Art. 257; Turkish Commercial Code No. 6102, Arts. 437–439, 553 and 555; Criminal Procedure Code No. 5271, Arts. 128, 133, 153, 173 and 237; Code of Civil Procedure No. 6100, Arts. 220 and 221; Right to Information Law No. 4982, Arts. 19 and 20.