Prospectus and Disclosure Liability in Turkey (2026): Capital Markets Law Articles 10 and 32, the Six-Month Limitation Period and Claims Against Issuers, Directors, Intermediaries and Auditors

Turkish capital markets law gives investors a direct damages claim when a prospectus or another public disclosure document contains false, misleading or incomplete information. Under Article 10 of Capital Markets Law No. 6362 the issuer is primarily liable for prospectus losses, and the offerors, the lead intermediary, any guarantor and the issuer’s board members follow according to their fault where the issuer cannot pay. Article 32 extends liability to every document prepared for public disclosure, from special-event announcements on KAP to financial reports, makes the signatories and the companies on whose behalf they signed jointly and severally liable, presumes causation for investors who bought during the misleading period and sold once the truth came out, and invalidates any clause limiting this liability. The price of these advantages is time: the claim is barred six months after the loss occurs. This guide explains each element, the defences, the parallel routes under the Turkish Commercial Code and the Code of Obligations, and how a foreign institutional investor affected by the 2026 market-manipulation cases can use them. It reflects the legislation in force on 25 October 2026.

Why these rules matter in 2026

Since September 2026 Turkey’s capital markets have been dealing with the collapse of several investment funds and a widening investigation into alleged market manipulation in listed shares. The Capital Markets Board (Sermaye Piyasası Kurulu, “SPK”) has filed criminal complaints and imposed trading bans in connection with specific shares, and foreign institutions, including Norway’s sovereign wealth fund, have said publicly that they were among the investors harmed. We analysed that statement and the remedies available to institutional shareholders in Norway’s Wealth Fund and Turkey’s Market Manipulation Crisis.

Manipulation cases are usually discussed as criminal cases. The criminal side is explained in Market Manipulation under Turkish Law: Capital Markets Law Article 107 and SPK Enforcement. For an investor seeking compensation, however, the most effective civil route is often not the claim against the manipulators personally but the claim for defective disclosure. Where a scheme relied on a prospectus that did not tell the truth, on unjustified special-event announcements about contracts, orders or capacity, or on financial statements that overstated the company’s position, Articles 10 and 32 of the Capital Markets Law open a claim against the issuer, its directors and its advisers, who are more likely to be identifiable and able to pay than the individuals behind the trading.

What issuers must disclose, and when

Liability under Articles 10 and 32 attaches to documents the law requires. Knowing which document was required, when it was published and who signed it is the starting point of every claim.

Two further points of timing matter. A prospectus is valid for twelve months from its first publication for issues made by the same issuer or offeror during that period, provided supplements are approved and published (Art. 9). And under Article 8(4), investors who applied to buy before a supplement was published may withdraw their application within two business days of its publication, which is relevant when the issue is whether an investor relied on uncorrected information.

Article 10: liability for the prospectus

Article 10(1) establishes a two-tier system. The issuer is liable for losses arising from false, misleading or incomplete information in the prospectus. If the loss cannot be recovered from the issuer, or it is clear that it cannot be, the offerors, the lead intermediary that arranged the issue, any guarantor and the issuer’s board members are liable to the extent that the loss can be attributed to them according to their fault and the circumstances. Article 10(2) adds a separate head of liability for the preparers of reports included in the prospectus, such as independent audit firms, rating agencies and valuation firms, for false, misleading or incomplete information in their own reports.

In a collapsed IPO, the “cannot be recovered from the issuer” condition will often be satisfied, because the issuer is insolvent, under a trustee or plainly unable to pay. The claim then turns to the lead intermediary, the board members and the report preparers. A lead intermediary whose licence has been suspended may have limited assets, but auditors and valuers are usually solvent and insured.

Article 32: liability for all public disclosure documents

Article 32(1) is broader than Article 10 in two ways. First, it covers not only the prospectus but every document SPK requires for public disclosure: the prospectus, the information form prepared in tender offers, special-event disclosures, announcements in mergers and demergers, the listing announcement, financial reports and other public disclosure documents. Second, it makes liability joint and several. The persons named in Article 10, the persons who sign these documents and the legal entities on whose behalf they are signed are jointly and severally liable for losses caused by false, misleading or incomplete information in them. Article 32(2) confirms that audit, rating and valuation firms and others who prepare reports included in, or underlying, these documents are also liable.

Joint and several liability means the investor can claim the whole loss from any liable person and leave that person to seek contribution from the others. In practice the claim is concentrated on the issuer, if it is solvent, and on the signatories and report preparers who can pay.

Defences and grounds for rejection

Article 32 contains two kinds of defence: a personal defence available to an individual defendant, and four grounds on which the claim as a whole is rejected.

Under Article 32(3), a person is not liable if he or she proves both that he or she did not know the information was false, misleading or incomplete, and that this lack of knowledge was not due to his or her intent or gross negligence. The burden is on the defendant. A director who signed a special-event disclosure without any inquiry into a contract that did not exist will find it difficult to show that the lack of knowledge was not grossly negligent.

The fourth ground is where most contested cases are decided. In 2026 Turkish equities fell broadly, not only in the investigated companies. A defendant will argue that the investor’s loss reflects the market, not the false disclosure. A claimant answers with an event study: the abnormal price movement when the misleading information was published, and the abnormal fall when the truth emerged, measured against the market and the sector.

The presumption of causation in Article 32(4)

Causation is the hardest element of any securities claim. Article 32(4) eases it with a statutory presumption. Causation between the disclosure document and the investor’s loss is deemed established where:

• the instruments were bought in the IPO or on the exchange during the validity period of a prospectus containing false, misleading or incomplete information, or, for other disclosure documents, immediately after the document was made public; and
• they were sold on the exchange immediately after the true information emerged, causing a loss to the investor’s assets.

The presumption works within the defences of Article 32(5). It does not prevent a defendant from proving, for example, that the purchase was not based on the document or that the loss would have occurred anyway. But it shifts the burden: the investor who fits the pattern does not have to prove causation from scratch.

The six-month limitation period in Article 32(6)

Article 32(6) provides that a damages claim arising from public disclosure documents is time-barred six months after the date on which the loss described in Article 32(4) occurred. Article 10 claims for prospectus losses are part of the same regime, since Article 32(1) applies to the persons named in Article 10 and expressly includes the prospectus.

Six months is short, and the starting point is the loss, not the investor’s knowledge of who is liable. For investors who sold on the exchange after the true information emerged, the starting point will usually be the date of sale. In the 2026 cases, many holders sold in the second half of September and in October. Purely as an illustration, a loss that occurred on 25 September 2026 would become time-barred on 25 March 2027.

Three tools help a claimant stop the clock in time:

• Mediation, where it applies. If the claim is a commercial case for a sum of money, applying to a mediator is a condition of the action (Turkish Commercial Code Art. 5/A), and limitation is suspended from the application until the final report (Law No. 6325 Art. 18/A(15)). The mediator must conclude within six weeks, extendable by two.
• A partial claim. Under Article 109(4) of the Code of Civil Procedure, added by Law No. 7589 of 16 July 2026, a claimant who sues for part of the claim may increase it once until the end of the evidence stage, and limitation is deemed interrupted from the filing date for the increased part as well. This allows the claim to be filed in time even if the loss has not yet been fully quantified, and keeps the advance court fee proportionate.
• Joint filing. Several investors may sue together as optional co-plaintiffs where their claims rest on the same or similar facts and legal grounds (Code of Civil Procedure Art. 57), which allows coordinated filing against the same defendants.

Disclaimers are void, and SPK approval is not a guarantee

Article 32(7) provides that agreements, terms or statements that reduce or exclude liability arising from public disclosure documents are invalid. Risk-factor sections and disclaimers in a prospectus inform investors, but they cannot exclude liability for information that was false, misleading or incomplete.

Defendants sometimes point to SPK’s approval of the prospectus. Article 6(1) answers that point: the approval of a prospectus does not mean that SPK guarantees the accuracy of its contents, nor can it be treated as a recommendation on the instruments. The responsibility for the content remains with the persons named in Articles 10 and 32.

Financial reports: the board resolution and the statement of accuracy

Many manipulation schemes are supported not by a single false announcement but by financial statements that make the company look larger, more profitable or more liquid than it is. Article 14 of the Capital Markets Law gives investors three useful anchors. First, the issuer must prepare its financial statements and reports on time, completely and accurately in accordance with Turkish Accounting Standards and SPK’s rules (Art. 14(1)). Second, the issuer and, according to their fault and the circumstances, its board members are responsible for preparing and presenting them in accordance with those rules and for their accuracy; the board must adopt a separate resolution accepting the statements, and the managers who prepared them and the responsible board members must include in their public notifications a statement on their accuracy (Art. 14(2)). Third, the statements SPK specifies must be examined by an independent audit firm listed under the law (Art. 14(3)).

Each of these anchors identifies a person and a document. The board resolution shows which directors accepted the statements; the statement of accuracy shows who vouched for them; the audit report shows which firm examined them. Together with the joint and several liability of signatories under Article 32(1), they turn an abstract allegation of “inflated accounts” into a claim against named defendants.

Parallel routes: Commercial Code and Code of Obligations

Articles 10 and 32 are the specific capital markets rules. Two general regimes sit alongside them and are often pleaded together.

The Turkish Commercial Code makes those who prepare documents, prospectuses, undertakings, statements and guarantees relating to transactions such as the issue of securities liable for losses caused by their being false, fraudulent, untrue or concealing the truth, and those who took part in them liable where they are at fault (Art. 549). Founders, board members, managers and liquidators who breach their legal or statutory duties through fault are liable for the loss they cause to the company, to shareholders and to creditors (Art. 553), and auditors who act with fault in their statutory duties are liable to the same persons (Art. 554). Where several persons are liable for the same loss, each is jointly and severally liable to the extent the loss can be attributed to it personally according to its fault and the circumstances, and the claimant may sue them together and ask the court to determine each defendant’s share (Art. 557). These claims are barred two years after the claimant learned of the loss and the person liable, and in any case five years after the act, unless the act is a crime with a longer criminal limitation period (Art. 560). They may be brought before the commercial court of the place where the company has its seat (Art. 561).

A shareholder who claims for loss suffered by the company itself, rather than for its own direct loss, can only ask for payment to the company (Art. 555(1)). Investor claims of the kind discussed here concern the investor’s own loss caused by buying or holding at a distorted price, and are framed as direct claims.

The Code of Obligations provides the general tort claim against anyone who causes loss by a culpable and unlawful act (Art. 49), with joint and several liability among those who cause the same loss (Art. 61) and limitation of two years from knowledge and ten years from the act, or the longer criminal period (Art. 72). This is the main route against the individuals who manipulated prices, which we discuss in the analysis linked above.

Jurisdiction and applicable law for foreign claimants

The international jurisdiction of Turkish courts follows the domestic rules on venue (Law No. 5718 on Private International and Procedural Law, Art. 40). The general venue is the defendant’s domicile (Code of Civil Procedure Art. 6). For tort claims, the court of the place where the tort was committed or the loss occurred, or of the injured party’s domicile, is also competent (Art. 16). Claims against founders, directors and auditors under the Commercial Code may be brought before the commercial court of the company’s seat (Turkish Commercial Code Art. 561). For a foreign investor suing a Turkish issuer, its directors and its auditors, Turkish courts will therefore be competent on several grounds.

The applicable law is a separate question. Under Article 34 of Law No. 5718, obligations arising from torts are governed by the law of the country where the tort was committed; where the act and the loss occur in different countries, the law of the country where the loss occurred applies; a closer connection with another country leads to that country’s law; and the parties may expressly choose the applicable law after the tort has occurred. A claim concerning shares listed on Borsa Istanbul and disclosure documents filed under Turkish capital markets law has strong connections with Turkey, but a foreign claimant’s statement of claim should address the point rather than leave it to the defendant.

Foreign claimants should also prepare for the procedural requirements discussed in our page on representing foreign institutional investors in Turkish capital markets disputes: security for costs under Article 48 of Law No. 5718 and the 1954 Hague Convention on civil procedure, an apostilled power of attorney that expressly authorises mediation and settlement, and sworn translations.

Building the evidence

A disclosure claim is built document by document. The sources are mostly public or obtainable through procedure:

• The KAP archive. Every prospectus, special-event disclosure and financial report, with its publication time and the identity of those responsible.
• SPK bulletins. Decisions to file criminal complaints, trading bans and administrative fines identify the shares, periods and persons concerned.
• The criminal file. A victim or complainant may ask for evidence to be collected and, without prejudicing the confidentiality and purpose of the investigation, request copies of documents (Criminal Procedure Code Art. 234); once a prosecution is brought, persons harmed by the offence may apply to join it until judgment at first instance (Art. 237).
• Court tools. Preservation of evidence before or during proceedings where evidence may otherwise be lost or become much harder to use (Code of Civil Procedure Art. 400), and orders requiring the other side to produce specific documents (Art. 220).
• The investor’s own records. Trade confirmations with timestamps, investment committee papers and research notes, which answer the “no reliance” and “knowledge” defences.
• Expert analysis. An event study separating the effect of the false information from market-wide movements, which answers the “loss would have occurred anyway” defence.

A practical timetable for institutional holders

Common mistakes

• Treating the claim as a two-year tort claim. Disclosure and prospectus claims are barred six months after the loss.
• Waiting for the criminal judgment. The civil claim does not depend on a conviction, and the six-month period continues to run.
• Suing only the issuer. If the issuer cannot pay, the lead intermediary, board members, auditors and valuers may be liable; the claim should name them in time.
• Ignoring corrections. A correction published before the purchase defeats the claim (Art. 32(5)(c)); the KAP archive must be checked line by line against trade times.
• Claiming the general market fall. Only the loss caused by the false or misleading information is recoverable; an expert analysis is needed to isolate it.
• Relying on the prospectus disclaimers or SPK approval as a reason not to sue. Disclaimers are void (Art. 32(7)) and approval is not a guarantee (Art. 6(1)).
• Leaving the power of attorney to the end. Without express authority to apply to mediation, the first mandatory step of a commercial money claim cannot be taken.

Frequently asked questions

Who is liable for a misleading prospectus in Turkey?

The issuer is liable first. If the loss cannot be recovered from the issuer, the offerors, the lead intermediary, any guarantor and the issuer’s board members are liable according to their fault and the circumstances. Audit, rating and valuation firms are liable for their own reports included in the prospectus (Capital Markets Law Art. 10).

Are KAP special-event disclosures covered?

Yes. Article 32(1) of the Capital Markets Law covers special-event disclosures, financial reports, tender-offer information forms, merger and demerger announcements, the listing announcement and other documents required for public disclosure, as well as the prospectus.

Is liability joint and several?

Yes. The signatories of public disclosure documents, the legal entities on whose behalf they sign and the persons named in Article 10 are jointly and severally liable for losses caused by false, misleading or incomplete information (Art. 32(1)).

What is the limitation period?

Six months from the date on which the loss described in Article 32(4) occurred (Art. 32(6)). The period runs from the loss, not from the investor’s knowledge of who is liable.

Does the investor have to prove causation?

Not in qualifying cases. Causation is deemed established where the investor bought during the validity of a defective prospectus or immediately after another defective disclosure, and sold on the exchange immediately after the true information emerged (Art. 32(4)). The defendant may still rely on the grounds for rejection in Article 32(5).

Can a director avoid liability by saying he did not know?

Only by proving both that he did not know the information was false, misleading or incomplete and that his lack of knowledge was not due to intent or gross negligence (Art. 32(3)).

Do disclaimers in the prospectus protect the issuer?

No. Agreements, terms or statements that reduce or exclude liability arising from public disclosure documents are invalid (Art. 32(7)).

Does SPK’s approval of the prospectus protect the issuer?

No. Approval does not mean that SPK guarantees the accuracy of the information, and it is not a recommendation on the instruments (Art. 6(1)).

Can a foreign investor bring these claims in Turkey?

Yes. Turkish courts’ international jurisdiction follows the domestic venue rules (Law No. 5718 Art. 40), which point to the defendant’s domicile, the place of the tort and, for claims against directors and auditors under the Commercial Code, the company’s seat. Foreign claimants should prepare for security-for-costs rules, an apostilled power of attorney and translations.

Related guides

• Turkey’s 2026 Fund and Market Manipulation Crisis: Legal Guide for Foreign Institutional Investors — the entry point to this series: which route fits which exposure, liable parties and deadlines
• Turkish Bond Defaults: Bondholders’ Boards and Enforcement
• Continuous Disclosure in Turkey: Inside Information and Delayed Disclosure
• How a Securities Lawsuit Proceeds in Turkey
• Limitation Periods for Investor Claims in Turkey
• Concealed Profit Transfers and Controlling Shareholder Liability
• Claims Against Brokers, Custodians and Portfolio Managers in Turkey
• When a Turkish Issuer or Broker Becomes Insolvent
• Obtaining and Preserving Evidence in Turkey for Securities Claims — preservation, document production and the criminal file
• Shareholder Rights in Turkish Listed Companies after the 2026 Crisis — general meetings, release, annulment and exit rights
• Insider Dealing in Turkey: Capital Markets Law Article 106 — trading on non-public information
• Calculating Damages in Turkish Securities Claims — loss, interest and currency
• Suing in Turkey or Abroad: Jurisdiction and Enforcement — forum choice and enforcement of foreign judgments and awards
• Suing Turkey’s Capital Markets Board (SPK) — challenging SPK decisions and supervisory failure claims
• Suing Directors and Auditors of Turkish Listed Companies — board members, managers and audit firms
• Can Foreign Investors Bring a Class Action in Turkey? — joint claims, consolidation, association actions and assignment
• Freezing Assets in Turkey for Investor Claims — precautionary attachment, interim injunctions and criminal seizure
• Norway’s Wealth Fund and Turkey’s Market Manipulation Crisis — all routes available to institutional shareholders in the 2026 cases
• Joining a Criminal Case in Turkey as a Foreign Investor — access to the criminal file and participating-party status
• Market Manipulation under Turkish Law: Capital Markets Law Article 107 and SPK Enforcement — the criminal offence and SPK enforcement
• Representing Foreign Institutional Investors in Turkish Capital Markets Disputes — who may act, powers of attorney, fees and confidentiality
• Legal Guide for Foreign Investors in Turkey (Türkiye) 2026 — the full English-language guide
• Turkey’s 2026 Fund Liquidation: Legal Guide for Foreign Investors and Companies — for holders of units in the liquidated funds
• Can Foreign Investors Buy Shares on Borsa Istanbul? — accounts, custody and disclosure
• Halka Arz Yatırımcı Rehberi — IPO investors’ guide (in Turkish)
• Piyasa Dolandırıcılığı (Manipülasyon) Suçu — the market manipulation offence, Art. 107 (in Turkish)
• SPK Bülteni Kararları Rehberi — reading SPK’s weekly bulletins (in Turkish)
• SPK Hukuk Rehberi — Turkish capital markets law hub (in Turkish)