TR-TR 
EN-US 
Multinational banks and investment firms operating across the European Union and Türkiye face complex compliance challenges in market abuse reporting and cross-border information sharing. The EU and Turkish regimes differ significantly – from the legal foundation of market abuse rules, to the scope of suspicious transaction reports and strict secrecy (tipping-off) laws. This article provides a detailed, SEO-focused overview of these divergences under Turkish jurisdiction, with a legal-advisory tone. We examine how EU Market Abuse Regulation (MAR) compares to Turkey’s domestic framework, the content requirements of reports, intra-group communication barriers, legal professional privilege issues, ongoing convergence plans (2025–2028), and strategic compliance steps for financial institutions.
Regulatory Foundation: EU’s Direct Regulation vs. Türkiye’s Domestic Codification
The European Union’s framework for market abuse is anchored in Regulation (EU) No. 596/2014 (MAR), which has direct effect across all Member States. As an EU regulation, MAR is “binding in its entirety and directly applicable in all Member States”, meaning its provisions (e.g. insider dealing and market manipulation prohibitions) apply uniformly without national transposition. This ensures a harmonized EU-wide approach to market abuse enforcement. For example, MAR defines offenses like insider dealing and market manipulation, and vests national regulators with powers to investigate and sanction such abuses in line with the regulation’s standards.
In Türkiye, by contrast, market abuse laws are not derived from MAR but are domestically codified in the Capital Markets Law No. 6362. Key prohibitions that MAR covers (insider trading and market manipulation) are expressly criminalized through specific articles of Law 6362. Article 106 of the Capital Markets Law defines the crime of insider trading – penalizing those who exploit non-public price-sensitive information by trading on it. Likewise, Article 107 addresses market manipulation (market fraud), making it a criminal offense to conduct trades or spread information with the intent to create false or misleading market impressions. These provisions carry severe penalties (including imprisonment and hefty judicial fines), underscoring Turkey’s commitment to punish insider dealing and manipulation through its national law. Notably, there is no direct incorporation of MAR itself into Turkish law; instead, Turkey’s Capital Markets Board (SPK) issues its own communiqués and regulations under Law 6362 to combat market abuse. In short, the EU relies on a directly applicable regulation (MAR) for uniform rules, whereas Türkiye uses its domestic Capital Markets Law articles (e.g. 104, 106, 107) to define and punish market abuse, reflecting a more self-contained legal regime.
Reporting Obligations: STORs vs. Comprehensive Dossiers in Türkiye
Under EU MAR, firms have well-defined duties to detect and report suspicious orders or transactions potentially constituting market abuse. MAR Article 16 requires any person professionally arranging or executing transactions (such as banks, brokers, asset managers) to “establish and maintain effective arrangements, systems and procedures” to detect market abuse and report suspicious orders or transactions without delay. These reports are commonly known as STORs (Suspicious Transaction and Order Reports). In practice, an EU investment firm that suspects a particular trade might be insider dealing or market manipulation must promptly file a STOR with its national regulator, providing details of the transaction and reasons for suspicion. The MAR framework standardizes the content and format of STORs via implementing regulations, ensuring that firms include sufficient information (such as the identities of parties, account details, timestamps, and why the activity is deemed suspicious) for regulators to investigate. The emphasis is on timely, structured reporting and record-keeping, rather than an exhaustive dossier – brevity and clarity are valued to enable swift supervisory action.
Turkish law imposes a parallel obligation to report suspicious market abuse, but with notable differences in scope and depth. Article 102(1) of Law No. 6362 mandates that investment firms and other specified capital market institutions notify the Capital Markets Board (SPK) if they have any information or doubt that a transaction might constitute insider trading or manipulation as defined in Articles 106 and 107. This duty is further detailed in the Communiqué No: V-102.1 on Obligation of Notification Regarding Insider Trading or Market Manipulation Crimes, which sets out how and what to report. Under this Communiqué, a Turkish suspicious transaction notification is effectively a comprehensive dossier. Firms must submit a written notification to the SPK within five business days of detecting the suspicious transaction. Crucially, the notification must be accompanied by extensive supporting materials: “certificates, documents, identification data, call (voice) recordings, and other evidence” that substantiate the suspicion. In other words, Turkish law expects firms to provide not just a summary of the suspicious activity, but the underlying data and records – for example, the account holder’s identity details, transaction logs, communications or phone recordings related to the trade, and any documents indicating the source of inside information. This stands in contrast to the EU STOR, which is typically a narrative report plus basic trade information. The Turkish approach produces a far more detailed case file for each suspicious notification, effectively doing much of the initial evidence-gathering upfront. Compliance officers in Türkiye should be prepared to compile a full dossier at the time of reporting a suspicious transaction, reflecting a more onerous reporting regime than the EU’s in terms of content requirements.
The “Tipping-Off” Barrier in Turkish Law
One of the most challenging divergences for international firms is restrictions on intra-group information sharing, often called anti–“tipping off” rules. In general, EU regulations and guidance acknowledge the need for group-wide risk management and allow some information flow within corporate groups. For instance, a bank that detects suspicious trading in one EU affiliate can usually inform its parent company’s compliance function or group risk committee, so long as customer confidentiality is maintained. There is no EU-level rule in MAR that outright forbids a subsidiary from alerting its headquarters about a potential market abuse issue; in fact, group-wide compliance oversight is encouraged as part of robust risk management. Even under EU anti-money-laundering laws (which have tipping-off prohibitions toward customers), sharing information within the same financial group for compliance purposes is generally permissible. This means a multinational bank in London and Frankfurt can centralize certain compliance alerts without violating EU law. Moreover, Turkish banking law itself (Article 73 of Banking Law No. 5411) normally provides that banks may share customer data internally for consolidated risk management and internal audit purposes, under confidentiality agreements. In theory, this would include flagging risky transactions or concerns to a foreign parent or head office, as long as only the necessary information is disclosed for risk control.
However, Turkey’s Capital Markets Law imposes an absolute “tipping-off” prohibition regarding market abuse notifications. Article 102(2) of Law No. 6362 explicitly forbids anyone who has made a suspicious transaction report from disclosing “any information to third parties, agencies or institutions” about that notification or the persons involved, “even though a provision exists in special laws” (i.e. even if other laws would allow sharing). The only exceptions are disclosures to Turkish courts, public prosecutors, or the Financial Crimes Investigation Board (MASAK) – otherwise no other entity, including a parent company or affiliate, may be informed that a report has been made. This Turkish rule pointedly overrides the general permission in Banking Law Article 73(4) that would normally allow intra-group sharing of customer secrets for risk management. In practice, this means if a Turkish brokerage files a suspicious order report to the SPK, it cannot inform its London or New York head office about the specifics of that report or the client involved, no matter that the parent company might be the one ultimately at risk. Breaching this rule is a criminal offense in Turkey, carrying potential penalties for “tipping off.” By contrast, EU MAR has no such group communication ban – EU firms simply must ensure STORs remain confidential and are not leaked to the suspect or outside parties, but sharing within the firm’s own organization isn’t criminalized in the same manner. The Turkish approach to secrecy is therefore significantly stricter: once a suspicion is reported to regulators, a “secrecy curtain” falls over that information. Compliance officers in Türkiye must treat notified cases as highly confidential, siloed at the local level. This creates a serious compliance conundrum for multinational banks: they must keep their headquarters in the dark about certain Turkish incidents to avoid violating Turkish law. Any global risk management practices have to account for this rigid barrier, as failing to do so could expose the Turkish entity (and its officers) to criminal liability for unauthorized disclosure.
Legal Professional Privilege: EU’s Client Privilege vs. Turkish Attorney Confidentiality
Another noteworthy difference lies in the concept of legal professional privilege and how confidential legal communications are treated during regulatory investigations. Many EU jurisdictions (especially common law countries like the UK) recognize a client-owned privilege that protects attorney–client communications from disclosure, covering both legal advice and litigation materials. This privilege is considered a right of the client, and in some cases a “common interest” privilege allows multiple parties (e.g. within a corporate group) to share privileged information without waiving protection. By contrast, Turkish law does not acknowledge an expansive, client-held legal privilege in the same way. Instead, Turkey frames confidentiality as an attorney’s professional duty. Attorneyship Law No. 1136, Article 36 provides that “attorneys are prohibited from disclosing information that has been entrusted to them or that they come upon in the course of performing their duties”. In other words, the obligation is on the lawyer to keep client secrets, rather than a substantive right of the client to block disclosure. There is no division between “legal advice privilege” and “litigation privilege” in Türkiye – all client-related information is generally covered under the lawyer’s duty of secrecy. However, communications with in-house counsel are not protected since Turkish law only deems independent, bar-registered attorneys as “lawyers” for privilege purposes. This is in line with EU competition law (Akzo Nobel precedent) which similarly excludes in-house counsel communications from privilege. The net effect is that in Turkey, legal professional privilege is narrower: it’s basically a confidentiality obligation that lawyers must honor, mostly benefiting communications with external counsel.
Complicating matters, Turkish regulatory authorities like the SPK (Capital Markets Board) and MASAK have broad powers to demand information, which can encroach on attorney-client confidentiality. Turkish regulators and investigators can request or seize documents unless those documents meet strict criteria to be considered privileged. Turkish courts and the Competition Board have held that to claim privilege, a communication must be with an independent lawyer and must relate directly to the client’s right of defense in an investigation or legal proceeding. General compliance advice or routine legal consultation may not qualify for protection and thus can be compelled. In practice, during inspections or inquiries, regulators often assert the authority to review emails, documents, and even lawyer correspondence unless it clearly concerns ongoing defense in a case. Although Turkish law provides some safeguards (e.g. Criminal Procedure Law Art. 130 requires a judge’s order and bar association presence to search a lawyer’s office), the reality is that privilege in Türkiye is limited and more easily overridden by regulators. For instance, MASAK examiners conducting a financial audit can demand internal records and communications; a bank’s legal department cannot flatly refuse by citing privilege except for the narrow band of advice tied to litigation defense. Moreover, unlike in some EU countries, the client in Turkey doesn’t have a personal privilege right to resist disclosure – only the lawyer has a duty not to volunteer information. If ordered by authorities, the lawyer may have to hand over documents unless they fall under the narrow-protected scope. This environment leaves in-house counsel and compliance officers in a tough spot: sensitive documents (like internal investigation reports or legal opinions on a suspicious trade) might be accessible to Turkish regulators, eroding what international firms might consider privileged material. In summary, the EU concept of a robust, client-controlled legal privilege finds only a weak counterpart in Turkish law, focused on attorney confidentiality and subject to exceptions. Multinational firms must be aware that confidential reports or communications about Turkish matters might be obtainable by local authorities, and plan accordingly (e.g. involving external counsel early to cloak communications under confidentiality to the extent possible).
Convergence Roadmap: Turkey’s 2025–2028 EU Alignment Plans
Despite these divergences, Türkiye is actively working toward aligning parts of its financial regulations with EU standards as part of its EU accession efforts. The National Action Plan for EU Accession (2025–2028) outlines several reforms in financial services, market oversight, and the digital economy. For example, Turkey plans to implement the remaining elements of Basel III capital rules and EU banking directives to strengthen bank resilience. The Action Plan specifically calls for amendments to Banking Law No. 5411 and related regulations to ensure Turkish banks operate under international capital adequacy standards, in line with EU Regulation 575/2013 and Directive 2013/36/EU. By 2025, the goal is to fully align capital adequacy, risk management, and resolution frameworks with the EU’s, thereby integrating Turkish banks into global financial norms. Similarly, the plan emphasizes embracing the EU Green Finance taxonomy: a by-law on “Türkiye’s Green Taxonomy” is slated to establish a classification system for sustainable investments mirroring the EU’s Regulation 2020/852. This move, targeted for 2026, would set principles and criteria for economic activities contributing to climate change mitigation, aligning Turkey’s sustainable finance practices with the European Green Deal objectives.
However, it is important to note that some structural differences are likely to persist, especially those rooted in Turkey’s legal and enforcement culture. The National Action Plan’s convergence efforts focus on areas like prudential regulation, market infrastructure, and transparency, but the strict Turkish approach to STOR/SAR secrecy is expected to remain in place for the foreseeable future. The “tipping-off” prohibition in Article 102(2) of the Capital Markets Law – which carries criminal penalties – is deeply tied to Turkey’s regulatory philosophy of maintaining absolute confidentiality in investigations. There has been no indication in the Action Plan or other reform agendas that Turkey intends to relax this aspect to match EU practices. On the contrary, maintaining secrecy in suspicious transaction reporting is seen as crucial to the effectiveness of market surveillance and the prevention of evidence tampering. As such, even as Turkey gradually aligns with EU norms in many financial regulations (e.g. adopting EU market abuse definitions, or enhancing cooperation with European regulators), the rigid ban on cross-border sharing of specific notification information will likely continue as a notable point of divergence. Multinational firms should therefore plan for a compliance landscape where most rules might converge, but certain local requirements – like non-disclosure of Turkish suspicious reports to anyone but the authorities – remain uniquely strict.
Strategic Compliance Strategies for Multinational Firms
Given the above disparities, banks and investment firms operating in both the EU and Türkiye must adopt careful strategies to manage compliance risk without breaching local laws. A key approach is segmentation of information flows between general risk management data and formal regulatory reporting data. In practice, this means firms should distinguish what can be freely shared within the group from what must be ring-fenced in Turkey. For general customer due diligence and risk metrics, Turkish law is relatively accommodating. Under banking secrecy rules (and interpretations of laws like MASAK’s regulations), Turkish banks may share certain customer identification and transaction data with their parent or head office for purposes of consolidated risk management, credit exposure tracking, or internal audits. For instance, a Turkish subsidiary can provide its global compliance team with aggregated risk reports, KYC (Know-Your-Customer) information, and alerts about customer profiles (such as high-risk customer designations or unusual activity patterns), since these fall under normal business oversight and are permitted as long as confidentiality agreements are in place. This centralized monitoring helps the group assess overall exposure to market abuse or financial crime without referencing a specific Turkish regulatory action. Essentially, high-level risk information and pre-suspicion indicators can and should be communicated upward to ensure the parent company isn’t blindsided by emerging issues.
On the other hand, once a suspicion crystallizes into an official report in Türkiye – whether it’s a MAR-related STOR to the SPK or a suspicious activity report to MASAK under anti-money laundering laws – that specific case file must remain confidential in Turkey. Firms should implement internal protocols that when a Turkish compliance officer escalates an issue to the regulators, the details of that issue are not transmitted to any foreign entity. This might involve code names or anonymized discussions with group compliance. For example, rather than sending the head office an email saying “We filed a suspicious trading report on Client X for insider trading in Stock Y,” the Turkish team might simply indicate a generic status like “an internal review is ongoing regarding a potential compliance matter” without revealing it’s been reported to authorities. It is wise to train staff about the tipping-off law, so that well-meaning group communications do not inadvertently breach Article 102(2). Firms may also leverage the exception in Banking Law 5411 that allows sharing of non-customer-specific “bank secret” information with board approval – meaning the Turkish unit could convey some risk information if it’s sufficiently aggregated or anonymized (e.g. statistical summaries of number of reports filed, sans identifying details) for group risk assessment. However, if the parent company presses for details that would identify a client or transaction under investigation, the Turkish subsidiary must firmly refuse absent a Turkish legal mandate. It is essentially about drawing a line: routine risk data flows = yes; actual suspicious report contents = no.
Furthermore, multinational institutions should adjust their legal and compliance workflows to account for Turkey’s limited privilege and regulator access. Sensitive communications about Turkish cases might be routed through external counsel (to invoke confidentiality) and kept separate from global systems that foreign regulators or parent auditors might access. Document management can be set so that any file related to a Turkish suspicious transaction notification is stored locally and labelled to prevent unauthorized foreign access. In group investigations, consider conducting Turkey-related inquiries under Turkish counsel oversight, generating two sets of reports – one full version for Turkish authorities and a sanitized version for internal global use – to avoid transferring protected data. In sum, strategic compliance in this context means complying with EU expectations while not violating Turkish law: share broad risk insights at the group level, but compartmentalize Turkey-specific reporting. By segmenting information flows, a multinational firm can manage global risks and reputational concerns (e.g. ensuring the head office is aware that something is being handled in Turkey) without crossing the line into unlawful disclosure. This balanced approach, combined with continuous monitoring of legal developments, will help firms navigate the tricky waters of market abuse compliance across EU and Turkish jurisdictions.
Steering the EU and Turkish regimes on market abuse and information sharing requires diligence and nuance. Understanding the direct effect of EU MAR versus Turkey’s codified laws, preparing for Turkey’s intensive reporting requirements (with evidence-packed notifications), respecting Turkey’s absolute secrecy on reported suspicions, and adjusting for differences in legal privilege are all vital. Multinational banks and investment firms should update their compliance programs to reflect these differences – ensuring that they remain robust across borders, while strictly observing Turkish-specific rules to avoid legal pitfalls. By doing so, firms can effectively manage compliance risks and regulatory expectations in both jurisdictions, turning a potential conflict of laws into a harmonized internal policy that satisfies the highest standard of each.
