Mergers, Asset Sales and Exit Rights in Turkish Listed Companies: Significant Transactions, Communiqués II-23.2 and II-23.3 and the Compensation Action

Mergers, demergers and sales of a company’s main assets can change a minority shareholder’s investment as much as a change of control. Turkish capital markets law treats them as significant transactions. A public company may carry one out only on the basis of a board decision and with general meeting approval by a qualified majority, and shareholders who attend, vote against and have their dissent recorded may sell their shares to the company at a price set by formula (Capital Markets Law Arts. 23 and 24; Communiqué II-23.3 Arts. 7, 10, 11 and 14). Communiqué II-23.3 sets the materiality tests, generally 75 per cent of assets, company value or income, and lists the cases in which no exit right arises or SPK may grant an exemption. For mergers, Communiqué II-23.2 requires an announcement text approved by SPK, audited financial statements and an expert report giving an opinion that the exchange ratio is fair and reasonable (Arts. 5–8). Where the exchange ratio or cash compensation is inadequate, any shareholder may ask the commercial court, within two months of the announcement of the merger resolution, to set an appropriate compensation payment, and the judgment benefits all shareholders in the same position (Commercial Code Art. 191). This guide explains these rules and the remedies open to a foreign institutional investor. It reflects the legislation in force as at 25 October 2026.

Why significant transactions matter

A minority shareholder invests in a particular business. A merger can turn that holding into a stake in a different company at an exchange ratio the controller negotiated with itself. A sale of the company’s main assets can leave a shell. A new privilege can shift control or dividends. In each case, the minority’s position changes without its consent. Turkish law responds in two ways: it requires the transaction to pass a general meeting under qualified majorities, and it gives dissenting shareholders an exit at a defined price. For mergers, it adds a court procedure to correct an unfair exchange ratio.

During the 2026 fund and market manipulation crisis, groups under pressure may restructure through mergers, asset transfers within the group or demergers. Some transactions may involve companies whose share prices were affected by manipulation. The overview of the 2026 cases and the full series of guides is in the legal guide to Turkey’s 2026 fund and market manipulation crisis.

The legal framework

The Capital Markets Law treats as significant transactions those fundamental transactions concerning the company’s structure that would change investors’ investment decisions, such as mergers, demergers, changes of legal form, creating privileges or changing their scope (Art. 23(1)). SPK sets the procedures and the materiality tests. Shareholders who attend the general meeting, vote against and have their dissent recorded may exit by selling their shares to the company at a fair price (Art. 24(1)). The detailed rules are in the Communiqué on Significant Transactions and the Exit Right No. II-23.3 (Official Gazette 27 June 2020) and the Merger and Demerger Communiqué No. II-23.2 (Official Gazette 28 December 2013), the latter as last amended in the Official Gazette of 30 May 2020. The Commercial Code governs mergers and demergers generally and provides the compensation and annulment actions (Arts. 134–193).

What counts as a significant transaction

For public companies, the following are significant transactions (Communiqué II-23.3 Art. 4(1)):

1. 1. Mergers and demergers of the types listed in Art. 5.
2. 2. Change of legal form.
3. 3. Transfers of assets meeting the materiality tests in Art. 6, transactions resulting in such a transfer, or the creation of limited rights in rem over such assets in favour of third parties, subject to the limits of Corporate Governance Communiqué II-17.1 Art. 12.
4. 4. Creating privileges, or changing the scope or subject of existing privileges.

Transactions designated as significant in other SPK rules are also covered (Art. 4(2)). In addition, SPK may treat as significant other fundamental transactions concerning the company’s structure that, taken as a whole, substantially change its core activities or ordinary business and would change investors’ decisions (Art. 4(3)).

Not every merger is significant for every party. Mergers by formation of a new company are significant; in mergers by acquisition, the company being absorbed is always affected, and the absorbing company is affected if it increases its capital by 50 per cent or more. For full demergers, the demerging company is always affected and the receiving company if it increases its capital by 50 per cent or more; for partial demergers, the demerging company is affected if the assets transferred meet the materiality tests, and the receiving company if it increases its capital by 50 per cent or more (Art. 5).

The materiality tests

An asset transfer is significant if, at the date of the board decision, any of the following ratios exceeds 75 per cent (Communiqué II-23.3 Art. 6(1)):

Four further rules prevent the tests from being circumvented. In the value test, periods on which SPK based action under Art. 101 or Art. 107 of the Capital Markets Law because of market manipulation, or a decision recognising extraordinary developments, are excluded and the reference period is extended backwards (Art. 6(3)). Transactions by subsidiaries that meet the tests on the parent’s consolidated financial statements are significant for the parent (Art. 6(4)). The sale of shares in a consolidated subsidiary leading to loss of control is tested on the subsidiary’s contribution to consolidated assets or income (Art. 6(5)). And transactions in an economically integrated set of assets split into several steps within twelve months are treated as a single transaction (Art. 6(7)).

Board decision and general meeting

A significant transaction requires a board decision setting its terms and general meeting approval; a general authority given in advance to the board does not replace the approval (Communiqué II-23.3 Art. 7(1)–(2)). The board decision must state the nature of the transaction, the materiality assessment, the reasons, the exit price, which shareholders may exit and on what terms, a summary or conclusion of any valuation or similar report, and any intended exemption application (Art. 8(1)). It is disclosed together with whether the independent directors voted and any dissent by them; for listed companies, outside equity market trading hours (Art. 8(2)).

The board may decide, before announcing the agenda, to ask the general meeting to approve withdrawal from the transaction if the total cost of exits exceeds a set amount, or if shareholders holding more than a set proportion or of a specified kind vote against (Art. 8(3)). The agenda must contain separate items on approving the transaction, on any withdrawal mechanism and on information about the exit right; the information document must explain who may exit, how, at what price and on what timetable (Art. 9).

The general meeting must be held within three months of the later of the board decision and any required approval by SPK or other authorities (Art. 10(1)). Unless the articles set a higher majority expressly stated as a ratio, the decision requires two-thirds of the votes present, without an attendance quorum; if at least half of the voting capital attends, a majority of the votes present suffices (Art. 10(2)). Ultimate controlling individuals who are parties to the transaction, and companies they control, cannot vote where the transaction has direct personal consequences for those individuals; mergers, demergers and changes of legal form are deemed not to have such consequences (Art. 10(3)). Articles that lower these majorities are invalid (Art. 10(5)).

If a significant transaction is carried out without following these rules, SPK may impose an administrative fine if the previous situation is not restored within thirty days of notification of its decision to reverse the transaction, and may bring an annulment action under the Commercial Code’s rules on general meeting resolutions (Capital Markets Law Art. 23(2); Communiqué Art. 7(3)). Board members are responsible for compliance with the Communiqué (Art. 18).

The exit right

Shareholders who held shares at the reference date and who attend the general meeting, vote against the agenda item on the significant transaction and have their dissent recorded in the minutes may exit by selling their shares to the company (Communiqué II-23.3 Art. 11(1)). For listed companies, the reference date is the date the board decision was disclosed, or the date of any earlier public announcement about the transaction by the company or its officers. The number of shares eligible is the holding at that date, reduced by any sales before the general meeting calculated on a last-in, first-out basis and on end-of-day net balances; matched orders count regardless of settlement (Art. 11(2)). MKK prepares the list of eligible shareholders and amounts and gives it to the company on the business day before the general meeting (Art. 11(4)).

The requirement to vote against and record dissent does not apply if the shareholder or its representative was unjustly prevented from attending or voting, the meeting was not properly called or the agenda was not properly announced (Art. 11(5); Capital Markets Law Art. 24(2)). Where shares are subject to a usufruct and the usufructuary votes, the usufructuary cannot exit; the shareholder must attend, vote against and record dissent itself (Art. 11(6)). Where particular persons directly benefit from the transaction, for example from a new dividend privilege, those persons rather than the company pay the exit price (Art. 11(7)).

The exit right is therefore only available to a holder that votes. A foreign institution that does not attend, or whose custodian votes but does not have the dissent recorded, loses it.

The exit price

For listed companies, the exit price is the arithmetic mean of the daily adjusted weighted average exchange prices over the month before the reference date for companies on the Star Market, and over the six months before that date for other companies, counting a month as thirty days (Communiqué II-23.3 Art. 14(1)). Periods on which SPK based action under Art. 101 or Art. 107 of the Capital Markets Law because of market manipulation, or a decision recognising extraordinary developments, are excluded and the reference period is extended backwards by the same length (Art. 14(3)).

For public companies whose shares are not traded on the exchange, a valuation report based on the value at the date the board decision was disclosed is prepared and published in full or in summary with the agenda; if a material change affecting value occurs before the meeting, the valuer prepares a supplementary report and, if the price is affected, the exit right is exercised at the new price (Art. 14(2)).

The price is paid in full and in cash (Art. 14(5)). Where several significant transactions are approved at the same meeting, the payment is calculated across all of them starting from the highest price (Art. 14(4)). Shares bought back through exit rights are subject to SPK’s buy-back rules, except for the trading limits (Art. 14(6)); those rules are explained in the guide to share buy-backs in Turkey.

The formula price can be lower than the value of the shares, particularly when the market price has fallen. For mergers, the compensation action described below is the route to challenge an unfair outcome; for other significant transactions, the exit price itself is fixed by the Communiqué.

Exercising the exit right

• ▸ Through a broker. The exit right must be exercised through a brokerage firm designated by the company; SPK may exempt unlisted companies on request (Communiqué II-23.3 Art. 12(1)).
• ▸ Timetable. Exercise starts within six business days of the general meeting and lasts ten business days (Art. 12(2)).
• ▸ Payment. Subject to the offering mechanism below, the company pays at the latest on the business day after the sale (Art. 12(3)).
• ▸ All shares. A shareholder who exercises the right must do so for all its eligible shares that have a trading line on the exchange (Art. 12(4)).
• ▸ Offering to others first. The board of a listed company may decide that shares tendered under the exit right are first offered at the exit price to other shareholders or investors, who must submit written requests and block funds within three business days of the meeting; shares not taken up are bought by the company (Art. 13).

When no exit right arises

Some significant transactions do not give rise to an exit right. Unless another rule requires a general meeting, a board decision is then sufficient, and the decision with the reason why no exit right arises must be disclosed (Communiqué II-23.3 Art. 15(2)–(3)). The cases include (Art. 15(1)):

For the debt-repayment case, the board decision to repay at least 90 per cent of the proceeds within thirty days, the amounts and the confirmation of payment must be disclosed (Art. 15(4)). Real estate and venture capital investment companies and investment companies changing their status have further specific exclusions (Art. 15(1)(c), (g) and (ğ)). Each claimed exclusion can be checked against the disclosure, in particular whether a buyer in a debt-repayment sale is in fact unrelated.

Exemptions granted by SPK

SPK may also exempt a company from the obligation to offer the exit right, on application within ten business days of the board decision, in the following cases (Communiqué II-23.3 Art. 16(1)–(2)):

• ▸ Voluntary tender offer specific to the transaction, approved by SPK (Art. 16(1)(a)).
• ▸ Removing or narrowing privileges without consideration (Art. 16(1)(b)).
• ▸ Financial difficulty, including inability to pay due debts, cash and receivables insufficient to cover debts, or temporary suspension of activities, where the transaction aims to overcome it; the application must include an independent assurance report by an authorised audit firm showing the difficulty and the positive effects of the transaction (Art. 16(1)(c) and (3)).
• ▸ Consideration for limited rights in rem granted over the assets (Art. 16(1)(ç)).
• ▸ Special purpose acquisition company mergers (Art. 16(1)(d)).
• ▸ Transactions with subsidiaries held below 90 per cent (Art. 16(1)(e)).
• ▸ Public sector involvement: companies whose control is shared with a public institution, or in which public institutions hold privileged shares without having control (Art. 16(1)(f)).
• ▸ Intra-group mergers under common control where the absorbed company’s core activities and financial structure are preserved and its shareholders hold at least two-thirds of the absorbing company afterwards (Art. 16(1)(g)).

The application and its outcome must be disclosed (Art. 16(4)). An exemption is an SPK decision and can be challenged in the administrative courts; the procedure is explained in the guide to suing SPK in the administrative courts.

Merger procedure for public companies

Communiqué II-23.2 adds disclosure and valuation requirements to the Commercial Code’s merger rules:

1. 1. Announcement text approved by SPK. An announcement text with content set by SPK must be prepared and approved by SPK. Approval does not mean that SPK guarantees the accuracy of the information in the announcement text, the merger agreement, the merger report or the expert report on the exchange ratio, and the liability rules of Art. 32 of the Capital Markets Law apply to these documents (Communiqué II-23.2 Art. 5(1)).
2. 2. Audited financial statements. The merger is based on financial statements prepared under SPK’s accounting rules and subject to a special independent audit unless already audited under SPK rules. Statements with an adverse or disclaimed audit opinion cannot be used; where issues affecting the exchange ratio are found, the statements must be corrected and the audit report reissued; material changes after the statement date require a supplementary auditor’s report (Art. 6).
3. 3. Expert report. An expert institution prepares a report on the value of the companies or their assets and on the exchange ratios. It must give an opinion that the exchange ratio is fair and reasonable and must consider at least three valuation methods (Art. 7(1)). Real estate values are set by licensed real estate valuers (Art. 7(3)).
4. 4. Disclosure at each step. The board decisions, the application to SPK, the signing of the expert report and of the merger agreement, and the preparation of the merger report must be disclosed (Art. 8(1)).
5. 5. Documents 30 days before the meeting. At least 30 days before the general meeting, the approved announcement text, the merger agreement, the merger report, three years of financial reports and audit reports, the expert report, the estimated opening balance sheet after the merger, interim reports and real estate valuation reports must be published on KAP and the companies’ websites, and kept on the websites for at least five years (Art. 8(2)–(3)).

Under the Commercial Code, shareholders may inspect the merger agreement, the merger report and the financial statements during the thirty days before the general meeting, and obtain free copies (Commercial Code Art. 149(1)–(2)).

The exchange ratio and shareholder protection

Shareholders of the absorbed company are entitled to shares and rights in the absorbing company equivalent in value to their existing shares and rights, calculated taking account of the companies’ asset values, the distribution of voting rights and other relevant factors (Commercial Code Art. 140(1)). The Communiqué adds that cross-shareholdings, treasury shares and holdings between the merging companies must be taken into account (Communiqué II-23.2 Art. 11(1)).

Three further protections apply:

• ▸ Limited cash adjustment. An equalisation payment may be provided in the exchange ratio, but it may not exceed one-tenth of the value of the shares allocated (Commercial Code Art. 140(2); Communiqué II-23.2 Art. 11(2)).
• ▸ Privileges. Privileged shares in the absorbed company receive equivalent rights or a consideration determined with regard to the expert report (Communiqué Art. 11(3)).
• ▸ Cash-out mergers. The merger agreement may give shareholders a choice between shares and a cash-out payment equal to the real value of their shares, or provide only a cash-out (Commercial Code Art. 141). For public companies, the cash-out may be set in cash, securities or both, but must be paid in cash at the shareholder’s request; securities must be exchange-traded and priced with regard to the expert report (Communiqué Art. 12(3)).

A company with accumulated losses in its merger financial statements may merge only with a company whose equity is sufficient to cover those losses (Communiqué Art. 12(2)).

Mergers with unlisted companies

A merger between a listed company and an unlisted company can be used to bring an unlisted business onto the exchange without a public offering, diluting the listed company’s shareholders. Communiqué II-23.2 restricts this. Where two companies merge, one listed and one unlisted, the listed company’s capital may not more than double in a merger by acquisition, and in a merger by new formation the listed company’s shareholders must receive at least half of the new company’s capital (Art. 12(4)). Similar limits apply where more than two companies merge (Art. 12(5)).

Where an unlisted company absorbs a listed one, the absorbing company must not meet the conditions for leaving the scope of the Capital Markets Law, except where its capital and legal reserves are entirely lost. Its pre-merger shareholders may not sell on the exchange for six months after trading starts; between six and twelve months, and again between twelve and twenty-four months, each tranche may not exceed half of the free float of the absorbed listed company at the disclosure date (Art. 12(6)). Sales outside the exchange do not avoid these restrictions (Art. 12(7)). These rules do not apply to listed companies controlled by public institutions or to special purpose acquisition companies (Art. 12(8)).

These limits are particularly relevant where an unlisted business is merged into a listed company whose share price has been inflated: the inflated price raises the value attributed to the listed company, and the lock-up rules govern when the unlisted company’s owners can sell.

The compensation action

The compensation action is the most important tool for a minority shareholder in a merger. Where, in a merger, demerger or change of legal form, shareholdings and membership rights have not been properly protected, or the cash-out has not been set appropriately, any shareholder may ask the commercial court at the seat of one of the companies involved to determine an appropriate compensation payment, within two months of the announcement of the resolution in the Trade Registry Gazette. The one-tenth limit on equalisation payments does not apply (Commercial Code Art. 191(1)).

Three features make the action effective. The judgment also has effect for all shareholders of the companies involved who are in the same legal position as the plaintiff (Art. 191(2)). The costs are borne by the absorbing company, although the court may place them partly or wholly on the plaintiff where special circumstances justify it (Art. 191(3)). And the action does not affect the validity of the merger, so it does not block the transaction (Art. 191(4)).

The central issue is valuation. The expert report, its three valuation methods, the financial statements and any SPK decisions on manipulation in the shares of the merging companies form the evidence. A court-appointed expert usually re-examines the valuation. How damages and interest are approached in Turkish securities claims is explained in the guide to calculating damages.

Annulment of a merger

If the Commercial Code’s rules on mergers, demergers and changes of legal form (Arts. 134 to 190) are breached, shareholders of the companies involved who did not vote in favour and had this recorded in the minutes may bring an annulment action within two months of the announcement of the resolution in the Trade Registry Gazette; where no announcement is required, the period runs from registration (Commercial Code Art. 192(1)). The action is also available where the decision was taken by a management body (Art. 192(2)). If a defect exists, the court gives the parties time to remedy it, and annuls the decision only if the defect is not remedied (Art. 192(3)).

Annulment is a stronger remedy than compensation, but harder to obtain and more disruptive. For most institutional investors, the compensation action is the more practical route, while an annulment claim is reserved for serious procedural breaches, such as a failure to provide the required documents or inspection rights.

Liability

All persons who took part in a merger, demerger or change of legal form are liable to the companies, shareholders and creditors for losses they caused by their fault (Commercial Code Art. 193(1)). The announcement text, merger documents and expert report are subject to the joint liability rules for public disclosure documents, with a six-month limitation period from the loss (Capital Markets Law Art. 32; Communiqué II-23.2 Art. 5(1)). Directors’ general liability is explained in the guide to directors’ and auditors’ liability, and disclosure liability in the guide to prospectus and disclosure liability.

Where a group transfers value through an asset sale or a merger on unfair terms, the concealed profit transfer rules of Art. 21 of the Capital Markets Law are also relevant; they are explained in the guide to concealed profit transfer.

Points for institutional investors

• ▸ Vote, and record dissent. The exit right and the annulment action depend on voting against and having it recorded. Instruct custodians and proxies explicitly.
• ▸ Fix the reference date. Eligibility for the exit right depends on the holding at the disclosure date, reduced by later sales.
• ▸ Compare the exit price with value. The formula price may be below fair value; consider whether the compensation action offers more in a merger.
• ▸ Read the expert report. Check the three valuation methods, the weights given to each, the financial statements used and any qualified audit opinions.
• ▸ Watch the two-month windows. Compensation and annulment actions run from the Trade Registry Gazette announcement, not from the general meeting.
• ▸ Test exclusions and exemptions. Check whether a claimed exclusion under Art. 15, such as a sale to an unrelated buyer to repay bank debt, fits the facts, and whether an SPK exemption should be challenged.
• ▸ Look for splitting. Test related transactions within twelve months together under Art. 6(7).

Action plan

1. 1. Classify the transaction. Determine whether it is a significant transaction under Communiqué II-23.3 Arts. 4–6, including the lower threshold and anti-splitting rule.
2. 2. Read the board decision. Note the exit price, eligibility, any withdrawal condition, independent directors’ votes and any exemption application.
3. 3. Review the documents. For mergers, obtain the announcement text, expert report and audited statements published 30 days before the meeting.
4. 4. Vote. Attend, vote against if appropriate and have the dissent recorded.
5. 5. Decide on exit. Exercise the exit right within the ten-business-day window for all eligible shares, or hold and pursue compensation.
6. 6. Litigate if needed. File a compensation action or, for serious defects, an annulment action within two months of the Trade Registry Gazette announcement.
7. 7. Preserve claims. Where disclosures or the expert report prove misleading, observe the six-month period under Capital Markets Law Art. 32(6).

Time limits

Frequently asked questions

What is a significant transaction under Turkish capital markets law?

Mergers and demergers of the types listed, changes of legal form, transfers of assets meeting the materiality tests and the creation or change of privileges (Communiqué II-23.3 Art. 4(1); Capital Markets Law Art. 23(1)).

When is an asset sale significant?

When the assets’ book value, the transaction amount or the related income exceeds 75 per cent of total assets, company value or income respectively, or 50 per cent for certain widely held companies (Communiqué II-23.3 Art. 6).

Who has the exit right?

Shareholders who held shares at the disclosure date, attended the general meeting, voted against and had their dissent recorded (Communiqué II-23.3 Art. 11(1)–(2)).

What if I was prevented from voting?

If you were unjustly prevented from attending or voting, or the meeting was not properly called or announced, the dissent requirement does not apply (Capital Markets Law Art. 24(2); Communiqué Art. 11(5)).

How is the exit price calculated for a listed company?

As the average of daily adjusted weighted average prices over one month for Star Market companies and six months for others, before the disclosure date (Communiqué II-23.3 Art. 14(1)).

Are manipulated prices used for the exit price?

Periods on which SPK based action under Art. 101 or Art. 107 for manipulation are excluded and the period is extended backwards (Communiqué II-23.3 Art. 14(3)).

How long do I have to exercise the exit right?

Ten business days, starting within six business days of the general meeting (Communiqué II-23.3 Art. 12(2)).

Can I exit with only part of my shares?

No. The right must be exercised for all eligible shares with a trading line on the exchange (Communiqué II-23.3 Art. 12(4)).

Can a company sell assets without giving an exit right?

In listed cases, for example sales to unrelated buyers where at least 90 per cent of the proceeds repay due bank loans or debt instruments within 30 days (Communiqué II-23.3 Art. 15(1)(ı)).

Who decides the exchange ratio in a merger?

The merging companies, supported by an expert report that must consider at least three valuation methods and give an opinion that the ratio is fair and reasonable (Communiqué II-23.2 Art. 7(1)).

What can I do if the exchange ratio is unfair?

Ask the commercial court within two months of the Trade Registry Gazette announcement to set an appropriate compensation payment (Commercial Code Art. 191(1)).

Does a compensation judgment benefit other shareholders?

Yes. It has effect for all shareholders of the companies involved who are in the same legal position as the plaintiff (Commercial Code Art. 191(2)).

Who pays the costs of a compensation action?

The absorbing company, unless special circumstances justify placing them partly or wholly on the plaintiff (Commercial Code Art. 191(3)).

Can a merger be annulled?

Shareholders who did not vote in favour and had this recorded may sue within two months for breach of Commercial Code Arts. 134–190; the court first gives time to remedy defects (Art. 192).

Can an unlisted company merge into a listed company to gain a listing?

Only within the limits of Communiqué II-23.2 Art. 12(4)–(7), including caps on the listed company’s capital increase and lock-ups on sales by the unlisted company’s owners.

Related guides

• Turkey’s 2026 Fund and Market Manipulation Crisis: Legal Guide for Foreign Institutional Investors — the entry point to this series
• Financial Reporting Fraud and Audit Failures in Turkish Listed Companies
• Dividends in Turkish Listed Companies
• Shareholder Rights in Turkish Listed Companies
• Corporate Governance in Turkish Listed Companies
• Concealed Profit Transfer in Turkey
• Mandatory Tender Offers in Turkey
• Trading Halts, Watchlist Market and Delisting on Borsa Istanbul
• Capital Increases and Dilution in Turkish Listed Companies
• Share Buy-Backs in Turkey
• Calculating Damages in Turkish Securities Claims
• Suing SPK in the Administrative Courts