With the Capital Markets Board’s (CMB) regulation of 28 August 2026, new restrictions have been placed on off-exchange share sales that certain large shareholders of listed companies may carry out. At first sight the measure may look like a technical intervention that simply makes it harder for large shareholders to sell. Viewed in terms of how capital markets actually work, the primary purpose is not to prevent share sales, but to make transfers of material size more transparent, more traceable and more supervisable.
Under the new rule, off-exchange transfers that certain significant shareholders may make in any twelve-month period are tied to different thresholds according to the company’s free-float ratio. Where the free-float ratio is:
- above 50%, a special procedure applies if more than 2% of the shares representing the company’s capital or voting rights are transferred off-exchange;
- 50% or below, the corresponding threshold is 4%.
Transfers exceeding these sizes require a Share Sale Information Form to be prepared and Board approval to be obtained.
To grasp the economic meaning of the regulation, one must first understand why a large shareholder’s sale of shares is different from an ordinary investor’s sale.
Why Does a Large Shareholder’s Sale Matter?
An investor’s sale of a few thousand shares is usually only a personal investment decision. The sale of a large block by a founder, controlling or strategic shareholder who owns a material part of the company cannot be assessed in the same way. The market may also read such a transaction as a signal.
Investors naturally ask: Why is the large shareholder reducing its stake? Is there a development about the company’s future that the public does not know? Will there be a change in management or in the control structure? Has the selling shareholder revised its expectations of the company? Who will the new shareholder be? Will further large sales follow?
If the answers to these questions are unknown, share prices may become more uncertain and more volatile.
The Core Problem Is Information Asymmetry
One of the most important problems of capital markets is information asymmetry. Information asymmetry means that not all parties in the market have the same information at the same time. A company’s large shareholder, or persons who influence its management, may naturally know more about the company than ordinary outside investors.
For that reason, a large shareholder’s sale of a substantial quantity of shares is not, from the small investor’s point of view, an ordinary sale. Suppose the controlling shareholder transfers a material part of its holding to another investor. If the small investor does not know why the transaction took place, that investor may feel informationally disadvantaged. Market confidence may weaken.
Tying large-scale off-exchange transfers, beyond a specified size, to Board oversight and to an information form may be seen as a mechanism aimed at reducing this information asymmetry.
Why Do Off-Exchange Transfers Matter?
Share sales do not always take the form of ordinary exchange trades. Large blocks may also change hands through special orders, the Wholesale Sales Market, book-entry transfers (virman) or direct transfers.
In ordinary exchange trading, buy and sell orders are executed in the market and feed directly into price formation. In large off-exchange transactions, by contrast, material changes in ownership may occur without the market being able to assess them at the same time and with the same clarity.
One of the important features of the new regulation, therefore, is that it takes into account not only classical sale transactions but also transfers effected by book-entry transfer and similar means. The aim is to prevent the economic purpose of the rule from being circumvented by changing the form of the transaction.
Which Risks Are Small Investors Being Protected From?
The regulation may protect investors from several risks:
- Reducing the risk of unexpected large-shareholder sales. A controlling shareholder’s sale of a material quantity of shares can change the company’s ownership structure and the quantity of shares that may later come to the market. Carrying out large sales in a more controlled manner can reduce the risk that investors will be confronted with such a development all at once.
- Reducing the risk of a change in the control structure. A large share purchase is not only an investment. In some cases it also means voting power and managerial influence. The transfer of large quantities of shares may therefore affect the company’s management, strategy and future decisions.
- Reducing information asymmetry. Making a large shareholder’s intention to sell, and material transfers, more visible can give the small investor a sounder basis on which to assess developments at the company.
- Partly reducing uncertainty by tying large share movements to specified procedures. Even the expectation that a large quantity of shares may be sold can at times weigh on the share price. Investors may refrain from buying, or may demand a lower price, because they anticipate a large future supply. In the finance literature this is generally treated as a form of excess supply or a “share overhang” effect.
Will the Regulation Raise Share Prices?
In my view, this is not a regulation made for the direct purpose of raising share prices. Nor is it a guarantee mechanism that protects investors from a fall in prices. The real purpose is to allow prices to form in a healthier information environment.
The regulation may nevertheless have some indirect effects on price behaviour. First, a reduction in uncertainty about the possibility that large shareholders might sell high quantities of shares in an uncontrolled way may be favourable from the standpoint of investor perception.
In terms of finance theory, a reduction in uncertainty leads to a reduction in perceived risk; a reduction in perceived risk in turn leads to a fall in the risk premium investors require. A lower risk premium, other things equal, can make a positive contribution to company valuation.
It cannot, however, be said that the regulation will always produce a favourable price effect in the short run. For example, disclosure that a controlling shareholder has prepared a Share Sale Information Form in order to sell a large quantity of shares may be read by the market as a negative signal. The investor may ask, “Why is the company’s most important shareholder reducing its stake?” Such a disclosure may therefore create selling pressure in the short run.
An interesting point arises here: greater transparency may be favourable for the long-term quality of the market, while the information disclosed may itself cause a negative short-term price movement. That is not a contradiction. The aim in capital markets is not to prevent the disclosure of bad news; it is to ensure that all material information, good or bad, is reflected in prices in a timely and accurate way.
The Rules Illustrated with an Example
Consider a listed company with a capital of TL 1 billion. Let its free-float ratio be 65%. Because the free-float ratio is above 50%, the 2% threshold will apply for the relevant large shareholder. Thus TL 1 billion × 2% = TL 20 million of nominal shares becomes a material threshold.
If the large shareholder wishes to make off-exchange transfers of more than TL 20 million in the relevant twelve-month period, it will be subject to the procedures set out in the new regulation.
Now suppose the same company’s free-float ratio is 45%. In that case the 4% limit applies, and the threshold becomes TL 1 billion × 4% = TL 40 million of nominal shares.
The regulation does not ban sales altogether; it seeks to make sales above a specified size more transparent and more supervisable.
What Is the CMB Trying to Do?
The essence of the regulation can be put in a single sentence: the CMB is not telling the large shareholder “you may not sell your shares”; it is saying “if you are selling shares in a size that can affect the company’s ownership structure and investors’ decisions, you must do so under specified rules and with transparency.”
That approach is also consistent with the basic logic of modern capital-market regulation. Sound price formation in capital markets does not depend only on the presence of many buyers and sellers. The market must also be transparent, predictable, fair and as balanced as possible in informational terms. The regulation of large shareholders’ transactions is an important part of that structure.
It would be incomplete to see the CMB’s new approach to large shareholders’ off-exchange share sales merely as a “restriction on sales”. The regulation is essentially aimed at making material share transfers more transparent and at enabling investors to decide in a healthier information environment.
The measure seeks to protect small investors more fully against unexpected sales by large shareholders, against information asymmetry, against sudden changes in the ownership and control structure, and against the uncertainty that large share transfers can create.
As regards share prices, the effect of the regulation may run in two directions. Greater predictability of large sales may support market confidence and price stability. By contrast, public disclosure of a large shareholder’s intention to sell may produce short-term negative price reactions in the particular company.
The regulation’s success should therefore be measured not by whether it prevents prices from falling or rising, but by whether it allows prices to form on the basis of more information, less uncertainty and a more transparent market structure.
The most effective way to protect the small investor in capital markets is not to protect prices, but to improve the information environment in which the investor decides. The CMB’s new regulation should be assessed essentially in that light.
Because of Share Sale Information Form breaches that it has recently encountered in concrete cases, and of transactions aimed at circumventing that obligation, the CMB has also brought the alternative channels used in large share transfers within the circle of supervision.
If a share changes hands economically, and if the size is material for the investor, then — whether the form of sale is a special order, a Wholesale Sales Market (TSP) transaction, a book-entry transfer or a direct off-exchange transfer — the information form and CMB supervision will come into play.
In my view, the S. Isı decision (Weekly Bulletin 2025/61) and the İ. Fırça decision (Weekly Bulletin 2026/26), together with the breaches reflected in the CMB bulletins of November 2025 (Hotel), May 2026 (Holding) and June 2026 (Energy), are concrete cases for understanding the 28 August 2026 regulation. In the first two of those cases the CMB used the expression “circumvention of the Share Sale Information Form obligation” directly. The connection with the new regulation’s express coverage of special orders, TSP transactions and book-entry/transfer operations is striking.
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