The Seminar on 'Enforcement Aspects of Takeover Regulation' that has been accomplished with the joint efforts by both the CMB and the Polish Financial Supervision Authority has taken place during 12-13 June 2008 in Istanbul.  Within the context of IOSCO, to which our Board is a member, the Emerging Markets Committee (EMC) Working Group (WG) 4 studies on  takeovers in member countries have been examined and its results have been discussed both in terms of a theoretical and a practical approach.  The examples thereof, have been evaluated in the Seminar.

In relation to this study on takeovers, there was a survey study which consisted of 27 questions. 34 countries have participated in the first survey, whereas 37 countries participated to the revised second survey.

The studies examined in relation to takeovers are as follows:

a) The Authority responsible for adopting the enforcement issues in relation to the takeovers

In most of these surveys, most of the countries regulation in this issue is adopted by the capital market authority of that country.  In none of the participating countries was there a separate specialized authority that was set up dealing merely for takeovers.

b) Regulation Procedure

In general, the adopted procedure for regulation is based on the regulations that are being enforced by the capital markets regulating authority.  However, according to 7 countries, within the context of the commercial law there are self regulatory procedures (market based and company based).  According to 2 countries, there are no special regulatory procedures for takeovers.

c) Investor Disclosure Obligations

Almost in every country, there is a legal disclosure obligation for investors who purchase block shares of publicly held companies. The organization/party that needs to be informed is mostly the regulating authority.

d) Obligation for  Publicly Held Companies to Disclose Information

In cases of any transfer/takeover, the obligation to disclose information to the public has been regulated, and in most cases the organization to which this declaration must be made is the regulating authority.

e) Tender Offers

Based on research, in cases where the company's control of management is to be changed, there is an obligation for making a bid. However, results show that countries adopt more than one technique to do so.

f) Other Issues

Examples of the problems being faced during takeovers are as follows: Adaptation to the regulations, evidence of acting in concert, lack of existing regulations, lack of investor education in this issue, enforcement problems that are being faced by offshore companies in relation to takeovers.

The participating countries have reached a common decision that it is vital for investors to enhance their vision and investor education regarding takeovers and that informatory Seminars should be conducted in relation to this issue.

The topics for this Takeovers Seminar were: case studies of various countries in relation to enforcement aspects of takeovers, IOSCO principles, problems faced in the theoretical and practical approach and possible solutions thereof. Within the context this Seminar,  3 panels have been conducted, namely: 'Turkish practices on takover regulations' 'Enforcement actions as a result of launching a bid' 'Determining the bid minimum price'.

Participants from both the developed and developing markets have attended. In addition, attendance has been provided by the IOSCO General Secretariat and thereby support has been provided.

Besides the participants and speakers from approximately 32 different countries' supervisory authorities and sector representatives, wide range of participants from Turkey have also attended to the Seminar. In addition to the management and staff from the CMB, there were participants from both the private and the public sector like representatives from the Istanbul Stock Exchange (ISE), the Association of Capital Market Intermediary Institutions of Turkey, Central Registry Agency, GYODER, TKYD, Association of Banks and Takasbank who all gave their valuable contributions.

Besides, in two separate sessions, the Board's staff and Turkish academicians have participated as speakers and have shared their perspectives in relation to the existing regulatory trends in Turkey and the theoretical approach.