Original Article

Market abuse regime in Turkey Nusret Cetin is Senior Legal Counsel at the Capital Markets Board of Turkey, which is responsible for the regulation and supervision of Turkish capital markets. He graduated and received LLM and PhD degrees in Law from Ankara University, Turkey. He also holds an LLM in banking and finance law from Queen Mary, University of London. Correspondence: Nusret Cetin, Sermaye Piyasasi Kurulu, Eskisehir Yolu 8. Km No: 156, Ankara 06530, Turkey E-mail: [email protected] Paper presented at the twenty-seventh International Symposium on Economic Crime, ‘The Enemy Within – internal threats to the stability and integrity of financial institutions’, 30 August – 6 September 2009, Jesus College, University of Cambridge.

ABSTRACT Fraudulent and abusive practices in the securities markets strongly damage investor confidence, and raise cost of capital for issuers, thus hampering development of the capital markets. This article compares market abuse regimes established by the Turkish and the European Union (EU) legislations. The Turkish market abuse regime provides an essential conceptual framework for preventing and combating insider dealing and market manipulation. However, Turkey’s membership negotiations with the EU require implementation of the EU legislations, including market abuse rules. This article argues that although current Turkish regulatory framework provides important rules and mechanisms to prevent and combat market abuse, it is not exactly compatible with EU market abuse regime. Implementation of the EU market abuse regime requires some other amendments and improvements in Turkish legislations. Journal of Banking Regulation (2011) 12, 227–235. doi:10.1057/jbr.2011.5 Keywords: market abuse; insider dealing; market manipulation; Turkey

INTRODUCTION Market integrity and investor confidence are seen as vital components of development and growth of the capital markets. This importance is more significant particularly for emerging markets. Fraudulent and abusive practices in the marketplace strongly damage investor confidence, and raise cost of capital for issuers, thus hindering development of the capital markets. Combating market abuse is essential for eliminating abusive practices in the marketplace and changing investors’ perception regarding capital markets. Only then, it will be possible to attract more investors and ensure economic growth. Current regulatory framework in Turkey regarding market manipulation and insider dealing was established in the Capital Market Law (CML)1 in 1992. Several changes have

been made in the CML afterwards. The Capital Markets Board of Turkey (CMB) has allocated its resources efficiently for many years to prevent abusive practices in the capital markets, and to ensure market integrity and investor confidence. In 2004, Turkey entered a new road regarding the European Union (EU) membership, and the process of negotiations for EU accession was opened. Then, the EU started full membership negotiations with Turkey in 2005. This negotiations process requires implementation of the related EU regulations for each individual subject. The aim of this article is to compare market abuse regimes established by the Turkish and the EU legislations in a nutshell. The Market Abuse Directive 2003/6/EC (MAD)2 establishes current regulatory framework regarding market abuse in the EU law. This framework is

& 2011 Macmillan Publishers Ltd. 1745-6452 Journal of Banking Regulation www.palgrave-journals.com/jbr/

Vol. 12, 3, 227–235

Cetin

further elaborated by second-level directives and a regulation. In addition, Committee of European Securities Regulators published several guidelines regarding uniform implementation of these first- and second-level measures. The main sources of law regarding market abuse regime in Turkey are the CML and the related secondary regulations. However, the limited size of this article prevents comparing all aspects of the market abuse regime by analysing entire sources of law in detail. Therefore, the basic concept of the market abuse regime in Turkish and EU laws will be compared in this article. The next section of the article deals with regulatory framework for market abuse. The subsequent section examines the preventive mechanisms regarding market abuse. The penultimate section addresses the enforcement and sanction issues. The findings of the comparison are presented in the conclusion.

REGULATORY FRAMEWORK FOR MARKET ABUSE Insider dealing Definition of inside information Inside information is the pre-requisite for insider dealing. In fact, this information must have special features in order to be ground for insider dealing. The MAD provides a broad definition for inside information that comprises one general definition and two complementary definitions.3 According to the general definition, inside information must have four special characteristics. First, information must be of a precise nature. Second, information concerned must not have been made public. Third, information must be related directly or indirectly to issuers or financial instruments. Fourth, information must be price sensitive; in other words, it would have a significant effect on the price of financial instruments if it were made public. In addition to this general definition, the MAD provides two specific definitions of

228

& 2011 Macmillan Publishers Ltd. 1745-6452

inside information regarding derivatives on commodities and client’s pending orders.4,5 The CML, on the other hand, does not provide a specific definition for inside information. However, definition of insider dealing emphasizes two features of the inside information. First, information concerned would be likely to have an effect on the value of the capital market instruments. Second, this information must not have been made public yet.6 The other two features of the inside information defined in the Directive, namely, its precise nature and being related to issuers or financial instruments are not mentioned in this definition. Nevertheless, it is possible to argue that the nature of insider dealing does consist of these features, even though they are not explicitly stated in the CML. The main shortcoming regarding this definition is that it does not include a definition of inside information regarding derivatives on commodities and client’s pending orders.

Insiders The MAD presents a distinction between primary and secondary insiders. According to the Directive, any person who possesses inside information by virtue of: his membership of the administrative, management or supervisory bodies of the issuer, his holding capital of the issuer, his having access to the information through the exercise of his employment, profession or duties or his criminal activities is regarded as a primary insider. Secondary insider may be any person, other than aforementioned persons, who possesses inside information while he knows or should have known that it is inside information.7,8 The CML listed insiders without making any distinction between primary and secondary insiders. However, the interpretation of this list shows that the act establishes three different categories for insiders. The first category comprises the chairman and board members, managers, internal auditors and other staff of the issuers, capital market institutions and their

Journal of Banking Regulation

Vol. 12, 3, 227–235

Market abuse regime in Turkey

subsidiaries and controlling enterprises. The second category consists of any other persons, other than those persons who are in a position to obtain information while exercising their professions or duties. The last category contains any other persons who may possess information directly or indirectly owing to their contact with those insiders.9 It is argued that the definition of primary insiders in the Directive provides that judicial and regulatory authorities do not have to prove that the person in question had a purpose to exploit inside information to obtain a gain. Secondary insiders, on the other hand, may use defence of lack of actual knowledge; in other words, if they demonstrate either ‘they did not know or they did not have to know that they were in possession of inside information, they may be acquitted’.10 Thus, it is important to make a distinction between primary and secondary insiders in the CML in order to prevent the use of defence of lack of actual knowledge by primary insiders.

Prohibited activities The MAD prohibits performing three types of actions on the basis of inside information. In the first case, dealing in or attempting to deal in related financial instruments by primary and secondary insiders is prohibited. The second prohibited activity is the disclosure of inside information by an insider to any other person unless such disclosure is made in the normal course of the exercise of his employment, profession or duties. Moreover, recommending or inducing another person to deal in related financial instruments is also prohibited.11 The CML defines insider dealing generally rather than providing a separate explanation for prohibited activities. According to the CML, insider dealing means using inside information for the purpose of ensuring benefits for oneself or third parties in order to gain material benefit or avoid a loss by disrupting equal opportunity among the capital market

& 2011 Macmillan Publishers Ltd. 1745-6452

participants.9 Therefore, it may be possible to argue that the CML’s definition covers the first and third prohibited activities described in the Directive. However, mere disclosure of inside information does not constitute insider dealing according to the definition provided by the CML. Furthermore, gaining a financial benefit as a result of the prohibited activities with regard to insider dealing is not regarded as part of the constitutive components of the offence under the EU market abuse regime.12 In contrast, obtaining a financial benefit or avoiding a loss is defined as a fundamental element of insider dealing under the Turkish market abuse regime.

Market manipulation Trade-based manipulation The MAD defines two types of trade-based manipulation, namely, price manipulations or misleading trades and artificial transactions and wash sales. In the first case, transactions or orders give or are likely to give false or misleading signals as to the supply of, demand for or price of financial instruments, or secure, by a person, or person acting in collaboration, the price of financial instruments at an abnormal or artificial level. However, these transactions or orders to trade shall not constitute market manipulation, if the person who entered into the transactions or issued the orders to trade establishes that his reasons for doing so are legitimate and that these transactions or orders to trade conform to accepted market practices on the regulated market concerned. Artificial transactions, on the other hand, are defined as transactions or orders to trade that employ fictitious devices or any other form of deception or contrivance.13 The CML defines trade-based manipulation as purchasing or selling capital market instruments in order to artificially affect their supply and demand, give the impression of the existence of an active market, hold the prices at the same level, or increase or decrease the

Journal of Banking Regulation

Vol. 12, 3, 227–235

229

Cetin

prices.14 Although the definition of the CML generally does not match with the definition provided by the Directive, two main differences can be identified regarding concept of the manipulation. First, the CML’s definition covers completed transactions such as purchasing and selling of capital market instruments, which exclude manipulative orders. Second, the CML does not provide a clear exemption regarding legitimate transactions and accepted market practices.

Information-based manipulation Dissemination of false and misleading information is also regarded as a form of market manipulation. According to the MAD, market manipulation also means dissemination of information through the media, including the internet, or by any other means, which gives, or is likely to give, false or misleading signals as to financial instruments, including the dissemination of rumours and false or misleading news, where the person who made the dissemination knew, or should have known, that the information was false or misleading.15 The Directive provides a specific provision regarding journalists acting in their professional capacity. In that case, such dissemination of information needs to be assessed by taking into account the rules governing their profession, unless they obtain, directly or indirectly, an advantage or profits from the dissemination in question.16 The CML also regulates information-based manipulation. According to the CML, providing information, disseminating news or making comments that are inaccurate, false, misleading or groundless and likely to have an effect on the value of capital market instruments or not disclosing the information that is required to be disclosed may constitute market manipulation.17 Although it is possible to achieve similar results by interpretation of the definitions provided by the Directive and CML, the latter does not present any exemption for journalists. Therefore, journalists may also

230

& 2011 Macmillan Publishers Ltd. 1745-6452

commit market manipulation, if they carry out the aforementioned activities.

PREVENTION OF MARKET ABUSE Ongoing disclosure obligations As a preventive mechanism, the MAD imposes on issuers of financial instruments an ongoing duty to disclose the inside information as soon as possible. However, under certain conditions, an issuer is allowed to delay the public disclosure of inside information in order to protect its legitimate interests. Two requirements need to be satisfied to make such a delay. First, the omission would not be likely to mislead the public. Second, the issuer must be able to ensure the confidentiality of this information. In any case, the issuer may be required to immediately inform the competent authority of the decision to delay the public disclosure of inside information.18 Article 16/A of the CML constitutes legal grounds of the ongoing disclosure requirement in Turkish securities markets. This legal framework is further clarified by the Regulation Regarding Principles of the Disclosure of Special Cases (RRPDSC). Disclosure of inside information regulated by this Regulation is similar to the legal framework established by the Directive. As a general principle, issuers are required to disclose immediately the inside information and any changes regarding this information.19 An issuer may, under its own responsibility, postpone the disclosure of the inside information in order not to harm its legitimate interests. However, this delay should not mislead the public, and the issuer must be able to ensure the confidentiality of this information.20

Insiders’ list and reporting insiders’ transactions The MAD provides additional preventive mechanisms such as preparing a list of insiders and reporting insiders’ transactions. Issuers and

Journal of Banking Regulation

Vol. 12, 3, 227–235

Market abuse regime in Turkey

persons acting on their behalf or for their account are obliged to draw up a list of persons working for them, who have access to inside information. This list must be updated regularly and transmitted to the competent authority whenever it requests. Moreover, persons discharging managerial responsibilities within an issuer of financial instruments and, where applicable, persons who are closely associated with them are required to notify the relevant competent authority the existence of any transactions carried out on their account regarding shares of the issuer in question or derivatives or other financial instruments linked to them.21 The requirements for preparing an insiders’ list and reporting insiders’ transactions under Turkish securities regulation is determined similar to the framework provided by the Directive. Issuers and real or legal persons acting on their behalf or for their account are required to prepare a list of persons working for them, who are able to access regularly to inside information, and update it when a change occurs. The insiders’ list and updates on the list are transmitted to the CMB and relevant exchange upon their requests.22 In addition, persons with managerial responsibilities within the issuer and persons closely associated with them are obliged to notify the relevant exchange of any transactions carried out by them, regarding shares of the issuer and other capital market instruments based on these shares. However, notification is not required, if the monetary amount of these transactions does not reach 10 000 Turkish liras within the last 12 months.23

Notification of suspicious transactions The MAD regulates an important preventive mechanism regarding notification of suspicious transactions by financial intermediaries. According to the MAD, it should be required that any person professionally arranging transactions in financial instruments, who reasonably suspects that a transaction might constitute

& 2011 Macmillan Publishers Ltd. 1745-6452

market abuse, must notify the competent authority without delay.24 This obligation is further clarified by the Accepted Market Practices Directive (AMPD).25 The AMPD states that the phrase ‘person professionally arranging transactions’ comprises, at least, investment firms and credit institutions.26 These persons would decide on a case-by-case basis whether there are reasonable grounds for suspecting that a transaction involves market abuse, taking into account the elements constituting market abuse that are explained in the Directives.27 Notification should be made without delay in the event that persons concerned become aware of a fact or information that gives reasonable grounds for suspicion concerning the relevant transaction.28 The content of the notification is regulated in great detail in the AMPD. According to this Directive, with regard to notification obligation, the following information need to be transmitted to the competent authority: description of the transactions including the type of order and trading market; reasons for suspicion; means for identification of the persons on behalf of whom the transactions have been carried out and of other persons involved in the relevant transactions; capacity in which the person subject to the notification obligation operates; and any other information that may have significance in reviewing the suspicious transactions. The notification must contain, at least, the reasons why the notifying persons suspect that the transactions might constitute market abuse, if all this information is not available at the time of notification. Nonetheless, all remaining information must be provided to the competent authority as soon as it becomes available.29 In addition to this, the AMPD contains a provision regarding liability and professional secrecy. It must be ensured that the notifying person should not inform any other person, in particular, persons related to the suspicious transactions, of this notification, except by virtue of provisions laid down by the law. The

Journal of Banking Regulation

Vol. 12, 3, 227–235

231

Cetin

fulfilment of this obligation must not involve the notifying person in liability of any kind, if he acts in good faith. The notification in good faith to the competent authority shall not constitute a contravention of any restriction on disclosure of information imposed by contract or by any regulatory framework, and shall not involve the person notifying in liability of any kind related to such notification. Moreover, competent authorities should not disclose to any person the identity of the person having notified these transactions, if the disclosure would likely harm the person concerned.30 Notification of suspicious transactions seems to be an important preventive mechanism for market abuse. Indeed, it would be possible to monitor, detect and prevent market manipulation and insider dealing in a timely and efficient manner, provided that supervisory authority became aware of the transactions that constitute market abuse. Although supervisory authorities are able to monitor extraordinary price movements via their surveillance systems, these systems cannot detect the intention of the market players. Current regulatory framework in Turkish securities markets does not provide any such notification mechanisms, although financial intermediaries are obliged to cooperate with the CMB in connection with the monitoring and investigation of financial crimes. Therefore, obligations of the financial intermediaries with regard to notification of suspicious transactions need to be regulated specifically. Thus, it would be more probable for the CMB to prevent market manipulation and insider dealing before the operation was completed.

ENFORCEMENT AND SANCTIONS Supervisory powers The MAD requires each member state to establish a single administrative authority competent to monitor compliance with and to enforce the regulatory framework determined

232

& 2011 Macmillan Publishers Ltd. 1745-6452

by the Directive.31 It is argued that establishment of the single authority was aimed to enhance certainty, accountability and transparency regarding which institution has duty to investigate and enforce the regulations and law.32 The Directive also requires that competent authority must be given all necessary supervisory and investigatory powers in order to discharge its function properly. The Directive provides a minimum framework regarding supervisory and investigatory powers of the competent authority. These powers should, at the least, include access to any document and to receive a copy of it; power to demand information from any person and, if necessary, to summon and hear any such person; power to carry out on-site inspections; the right to require existing telephone and data traffic records; power to require any person who contravenes the market abuse regime to cease the contravening practice; power to suspend trading of the financial instruments concerned; power to request the freezing and/or sequestration of assets; and power to require temporary prohibition of professional activity.33 The CMB is the main regulatory and supervisory authority in the Turkish securities markets. Thus, it is also responsible to enforce and monitor compliance with market abuse regime determined by the CML. The CMB is equipped with a great deal of supervisory and investigatory powers regarding enforcement of the market abuse regime. The CMB is able to request all relevant information from issuers, capital market institutions, their affiliates and other real and legal persons; to examine their books, records and documents and other information sources; to obtain copies of these; to review their transactions and accounts; to obtain written and oral information from concerned persons; to prepare necessary minutes. Moreover, related persons are required to provide copies of requested information, document, book and other relevant means, and give written and oral information and sign the minutes.34 The real and legal persons from whom information is requested cannot refuse

Journal of Banking Regulation

Vol. 12, 3, 227–235

Market abuse regime in Turkey

to provide information by claiming the confidentiality and secrecy provisions included in the special acts.35 As mentioned below, the CMB also has power to impose temporary prohibition of professional activity. In addition to the CMB’s own powers, Istanbul Stock Exchange has certain powers regarding market abuse. According to section 23 of the Istanbul Securities Exchange Regulation (ISER), the Chairman of the Exchange has power to cancel orders and transactions, if it is ascertained that they cause artificial price and market.36 Moreover, the Chairman of the Exchange may suspend trading of the related securities, if buying and selling orders with abnormal price and/or amount are transmitted to the exchange or other elements occur, which may prevent a healthy market to be formed regarding those securities.37 However, the issue regarding the right to require existing telephone and data traffic record is controversial. The CML does not mention any such right clearly. In addition, the Criminal Procedure Code (CPC) states that it is only possible to detect, monitor and record the communication under certain circumstances and regarding certain crimes.38 Market manipulation and insider dealing are not listed among those crimes. The CPC also states that except the principle and procedure determined by that article, none can monitor and record another person’s communication.39 Moreover, the CMB does not have power to request the freezing and/or sequestration of assets regarding market abuse activities.

Sanctions Criminal sanctions The MAD is silent on the criminal sanctions regarding market abuse. However, the Directive states that member states have the right to impose criminal sanctions against contravention of market abuse regime.40 The CML provides both penalty of imprisonment and judicial fine regarding insider dealing and market manipulation. The minimum

& 2011 Macmillan Publishers Ltd. 1745-6452

limit of the imprisonment is 2 years, whereas the maximum limit is 5 years. The limit of the judicial fine is between 5000 days and 10 000 days.41 The CML further clarifies procedural requirement for criminal prosecution. The criminal prosecution is conditional upon the written application to be submitted to the Public Prosecutor’s Office by the CMB. It also has been regulated that, public prosecutors, who have been informed that the provisions of the CML have been violated, may request an investigation by informing the CMB. By this legal prosecution system, violation of the regulatory requirement has not been considered enough for the prosecution, but the application of the CMB as the supervisory and regulatory authority has been regulated as a preliminary condition for prosecution.42 After evaluating the findings that arise from the CMB’s own investigation and after a detailed audit within the concept of the integrity of the event, balance of interests, general meaning of the law and public interest, the CMB applies to the Prosecutor. This procedure is valid for all securities markets crimes including insider dealing and market manipulation.

Administrative sanctions The MAD requires member states to ensure that appropriate administrative measures can be taken or administrative sanctions can be imposed against the persons responsible for the contravention of market abuse regime requirements created under the MAD. These measures must be effective, proportionate and dissuasive.43 The CML does not provide administrative financial penalty regarding insider dealing and market manipulation. However, the CMB may prohibit real and legal persons to carry out transactions in the exchanges and other organized markets temporarily or permanently, if it is ascertained that they are involved in insider dealing or market manipulation directly or indirectly.44 Moreover, if capital market

Journal of Banking Regulation

Vol. 12, 3, 227–235

233

Cetin

institutions, including investment firms, involve in market abuse, the CMB may also impose on them financial penalty as well as other administrative sanctions, including suspension of their activities or cancellation of their authorizations.45

CONCLUSION The Turkish market abuse regime provides a basic concept for preventing and combating insider dealing and market manipulation. However, Turkey’s membership negotiations with the EU require implementation of EU legislations, including market abuse regulation. Comparison of the Turkish and EU market abuse regimes presents several differences between the two regimes. It is difficult to argue that definitions regarding insider dealing and market manipulation in the Turkish legislation exactly match the definitions provided by the Directive. The definition of inside information in the Turkish market abuse regime does not take into account inside information regarding derivatives on commodities and client’s pending orders. In addition, the CML does not make a distinction between primary and secondary insiders. Unlike the EU regime, mere disclosure of inside information does not constitute insider dealing according to the Turkish securities regulation. Lastly, obtaining a financial benefit or avoiding a loss is defined as a crucial element of insider dealing under the Turkish market abuse regime. The definition of trade-based manipulation in the CML covers only completed transactions, which exclude manipulative orders. Moreover, the CML does not provide a clear exemption regarding legitimate transactions and accepted market practices. Finally, journalists are not granted an exemption regarding information-based manipulation in the Turkish market abuse regime. The Turkish market abuse regime does provide similar preventive mechanisms to the Directive regarding an issuer’s ongoing duty to

234

& 2011 Macmillan Publishers Ltd. 1745-6452

disclose inside information, preparing an insiders’ list and reporting insiders’ transactions. However, one of the most important preventive mechanisms, namely, suspicious transactions reporting system is not regulated in the CML. The CMB has a great deal of supervisory and investigatory powers regarding the enforcement of the market abuse regime. These powers contain most of the minimum powers listed in the Directive, except the right to require existing telephone and data traffic records and power to request the freezing and/or sequestration of assets regarding market abuse activities. In terms of sanctions, the Turkish system does have some administrative sanctions and measures as well as criminal sanctions regarding market abuse. To sum up, current regulatory framework in Turkey provides important means in order to combat market abuse. However, the Turkish market abuse regime is not exactly compatible with the EU market abuse regime as it is explained above. Implementation of the Directive requires some other amendments and improvements in the Turkish legislations. Therefore, necessary changes should be made in order to establish a new market abuse regime that is consistent with the EU legislations.

REFERENCES AND NOTES 1 The Capital Market Law is the main act regarding the regulation and supervision of capital markets in Turkey. See English version of the CML at http://www.cmb.gov.tr/, accessed 14 February 2011. 2 The Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse). 3 Avgouleas, E. (2005) The Mechanics and Regulation of Market Abuse, A Legal and Economic Analysis. Oxford and New York: Oxford University Press, p. 253. 4 See MAD art. 1 (1), note 2; Avgouleas, note 3, pp. 253–254; see also Moloney, N. (2008) EC Securities Regulation. Oxford and New York: Oxford University Press, p. 952. 5 Siems, M.M. (2008) The EU market abuse directive: A case-based analysis, http://www.ssrn.com, accessed 26 August 2009, p. 6. 6 See CML art. 47 (1-A-1), note 1; although the CML does not provide a definition regarding inside information, the RRPDSC defines inside information as information that would be likely to have an effect on the value of the capital

Journal of Banking Regulation

Vol. 12, 3, 227–235

Market abuse regime in Turkey

7 8

9 10 11 12 13

14 15 16 17 18 19 20 21 22 23 24

market instruments and investors’ investment decisions, and which has not been disclosed yet. See s. 4 (1-f ). See MAD art. 2 (1) and 4, note 2; see also Siems, note 5, pp. 6–7. Avgouleas, E. (2005) A critical evaluation of the new EC financial-market regulation: Peaks, troughs, and the road ahead. The Transnational Lawyer 18: 202; Moloney, note 4, pp. 961–964. See CML art. 47 (1-A-1), note 1. See Avgouleas, note 3, pp. 252–253. See MAD art. 2 (1) and 3, note 2; Moloney, note 4, pp. 965–967; Avgouleas, note 8, p. 201. See Avgouleas, note 3, p. 253. See MAD art. 1 (2-a and b), note 2; See also Avgouleas, note 3, p. 277; Siems, note 5, pp. 16–17; Moloney, note 4, p. 983. See CML art. 47 (1-A-2), note 1. See MAD art. 1 (2-c), note 2; Avgouleas, note 3, p. 277; Siems, note 5, p. 16; Moloney, note 4, p. 983. See MAD art. 1 (2-c), note 2; Avgouleas, note 3, p. 278; Moloney, note 4, pp. 990–991. See CML art. 47 (1-A-3), note 1. See MAD art. 6 (1) and (2), note 2; Avgouleas, note 8, pp. 210–211; Moloney, note 4, pp. 969–974. See RRPDSCs. 14 (1). RRPDSCs. 15 (1), note 19. See MAD art. 6 (3) and (4), note 2; Avgouleas, note 8, p. 212; Moloney, note 4, pp. 976–981. RRPDSCs 16 (1), note 19. RRPDSCs. 19, note 19. See MAD art. 6 (9), note 2; Avgouleas, note 3, p. 288; Moloney, note 4, p. 997.

25 Commission Directive 2004/72/EC of 29 April 2004 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards accepted market practices, the definition of inside information in relation to derivatives on commodities, the drawing up of lists of insiders, the notification of managers’ transactions and the notification of suspicious transactions. 26 See AMPD art. 1 (3), note 25. 27 See AMPD art. 7, note 25. 28 See AMPD art. 8, note 25; Avgouleas, note 3, p. 288; Moloney, note 4, pp. 997–998. 29 See AMPD art. 9, note 25. 30 See AMPD art. 11, note 25. 31 See MAD art. 11, note 2; Avgouleas, note 3, p. 290. 32 Rider, B., Alexander, K., Linklater, L. and Bazley, S. (2009) Market Abuse and Insider Dealing. West Sussex, UK: Tottel Publishing, p. 86. 33 See MAD art. 12, note 2; Avgouleas, note 3, p. 290; Moloney, note 4, p. 995. 34 See CML art. 45 (2), note 1. 35 See CML art. 45 (3), note 1. 36 See ISERs. 23 (1–2). 37 ISERs. 25 (1-b), note 36. 38 See CPC art. 135. 39 CPC art. 135 (7), note 38. 40 See MAD art. 14 (1), note 2; Siems, note 5, p. 25. 41 See CML art. 47 (1-A), note 1. 42 See CML art. 49, note 1. 43 See MAD art. 14 (1), note 2; Avgouleas, note 3, p. 290; Moloney, note 4, pp. 999–1000. 44 See CML art. 46 (1-i), note 1. 45 See CML art. 47/A and 46 (1-g), note 1.

Disclaimer The opinions expressed herein are the author’s own personal opinions and do not represent Capital Markets Board of Turkey’s view in anyway.

& 2011 Macmillan Publishers Ltd. 1745-6452

Journal of Banking Regulation

Vol. 12, 3, 227–235

235