Türk Hukuku İçin Yeni (?) Bir Kurum: Teminat Yöneticisi

ABSTRACT…

In the beginning of 2020, the Turkish Capital Markets Law (Law no: 6362) has been amended in order to introduce a new provision (Article 31/B) entitled “Security Management Contract and Security Agent”. This Article is groundbreaking in the sense that it explicitly allows the establishment of the security agent structure, which can be smoothly formed in a common law system through a trust, but is much more problematic in a civilian system particularly due to the principle of accessority. Its scope of application is limited to financial collateral, thus excluding the scenarios where such a structure is much needed in practice, such as syndicated loans, the prime example of multi-source financing. Currently, this need is tried to be satisfied through what is usually referred as the parallel debt. However, this solution is not flawless due to the concerns regarding the abstract nature of the debt which is critical for the functioning of this legal structure, the potential evasion of the principle of accessority and the risk of bankruptcy of the security agent. Even though the aforementioned provision applies only to financial collateral, it remains significant as it might open the way to a wider modernization in our law on security rights and to the adoption of a general rule allowing for the security agent for centralized management of all (or at least the moveable) collateral.…

Keywords: security agent, accessory collateral, capital market instruments, centralized management of collateral, syndicated loans…