Securitization and TTOs

Prof. Dr. N. Ayşe ODMAN BOZTOSUNAkdeniz University TTO (AKİŞMER

TTM) Director

THE STORY IN SHORT

Isis Innovation worked with Zoology researcher Torsten Reil to protect his intellectual property, develop a business plan, and

introduce first-round investors. The company, Natural Motion, was spun out in 2001.

US social games company Zynga has now finalised the acquisition of Natural Motion for more than $527m. The University, as a Natural

Motion shareholder, will benefit from more than £30m in cash and shares from the deal.

WHERE?• TURKEY (The Turkish Legal Scene):

– The Turkish Commercial Code (Corporations/limited liability companies-shareholding/equity in the company, other benefits such as entitlement to dividend, earning interest from debts)Only corporations may release share certificates, dividend right certificates (intifa senetleri) and debt bonds (i.e. securities)

– Capital Market LawSuch securities may be offered to the public and later traded on the secondary market.Also note the recently established Istanbul Stock Exchange Private Market.

WHAT?• Equity/Shares (right to dividend, attending and voting in

the general assembly, right to demand information and documentation on company matters, right to file relevant suits)

• Dividend Share Certificates (“İntifa Senetleri- Kurucu, Adi, Katılma”) (right to dividend, right to purchase newly issued shares, right to a portion of the balance at liquidation)

• Debt Bonds (“Tahvil”) (right to interest at the time of repayment of the credit)

WHO?• UNIVERSITIES (STATE vs. PRIVATE)• Technopark Managing Companies• TTOs (Companies/not University Centers-Centers

themselves don’t have legal personality)• Trustees (Trusts, Banks, Private Funds etc. in the

name and/or on behalf of the above legal entities)

WHEN?• At the establishment stage of the start-up (as one

of the founding shareholders or as owner of dividend right certificates)

• At capital increases (acquisition of new shares or newly issued dividend share certificates)

• At the time when you are going to be paid for your services (acquisition of shares from the shareholder or dividend share certificates from the owner)

HOW?• By designing the Company Statute accordingly:– If you plan to be a shareholder, structure the debt

arising from the TTO services as a type of capital.– If you plan to acquire dividend share certificates,

again, design the Company Statute accordingly.– Releasing debt bonds is within the discretion of

the shareholders (General Assembly decision), they may authorise the Board of Directors

Thank You…

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