ERDEM-NEWSLETTER-2018-metin

206 NEWSLETTER 2018 the transfer, is unlikely in that this exemption relates to a subsequent liability. The Board has also extended such convenience for a post-ac- quisition liability with this provision. Thus, a deficiency encountered in practice, is remedied. The relevant provision also refers to the concept of special pur- pose business. In addition to acquisition of the shares taken as col- lateral under Article 47/4 of the CML, exemption is also granted to transfer to a special purpose entity established by the creditor bank, and purchase of third parties from the related entity or the bank, in the event of non-repayment of the loans. The term “special purpose entity” mentioned in the provision signifies an entity that has been es- tablished as a company, foundation, ordinary partnership or entity that does not have a legal personality, in order to fulfill a narrow-scoped and completely defined objective. 3 The bank notion in the article refers to the Banking Law num- bered 5411 that contains provisions regarding the banks operating in Turkey. That said, in the article there is no provision stipulating that the property of the special purpose business completely belongs to the bank operating in Turkey. In this regard, it is necessary and sufficient to have a Turkish bank as a partner in the special purpose business, in order for the foreign banks and finance institutions to benefit from the said exemption. Distinct from the above-mentioned the situations where the share purchase offer obligation does not arise, in cases regulated under Arti- cle 18, an exemption shall be granted by a Board decision. The request for exemption is made to the Board within six working days after the emergence of the obligation of a share purchase offer, by those who are obliged to place the offer. Sanctions Under Article 26/6 of the Share Purchase Communiqué, the vot- ing rights of real persons and legal entities that are obliged to make takeover bids, and of those who act in concert with them, will be fro- 3 Communiqué on Turkish Accounting Standards Comments, OG, 09.03.2007, No. 26457.