Speeches & Publications

1. OVERALL

1.1. Legislation

1.1.1. What is the legislation addressing the behaviour of dominant firms?

The primary legislation regulating the behaviour of dominant firms is Law No. 4054 on the Protection of Competition (“Law No. 4054”). Law No. 4054 was last substantively amended on 8 July 2020, following a more comprehensive amendment on 24 June 2020 (“Law No. 7246”). Under article 6 of Law No. 4054, “any abuse on the part of one or more undertakings, individually or through joint agreements or practices, of a dominant position in a market for goods or services within the whole or part of the country is unlawful and prohibited”. Although Article 6 does not provide a per se definition of “abuse,” it offers a non-exhaustive list of conduct considered abusive, following an approach similar to Article 102 of the Treaty on the Functioning of the European Union (“TFEU”). In this regard, abuse may consist, in particular, of:

• directly or indirectly preventing market entry or restricting competitor activity;
• directly or indirectly engaging in discriminatory conduct by applying dissimilar conditions to equivalent transactions involving similar trading parties;
• conditioning the conclusion of contracts on acceptance of resale restrictions, including bundling additional goods or services, requiring intermediaries to promote other goods or services, or setting a minimum resale price;
• leveraging financial, technological, or commercial superiority in the dominated market to distort competition in other markets; or
• restricting production, markets, or technical development to the detriment of consumers.

1.2. Definition of dominance

1.2.1. How is dominance articulated in the Law No. 4054 and case law? Which factors are considered in the assessment of dominance?

Under Article 3 of Law No. 4054 dominance is defined as “the power of one or more undertakings in a certain market to determine economic parameters such as price, output, supply and distribution, independently from competitors and customers”. Enforcement practice shows that the Turkish Competition Board (the “Board”) has increasingly broadened the interpretation of Article 6 by softening the “independence from competitors and customers” criterion. As a result, the Board has inferred dominance even in scenarios of dependence or interdependence (see Anadolu Cam, 8 December 2004, 04-76/980-306; Warner Bros, 22 March 2007, 07-19/192-63).

The Board regards a high market share as the most significant indicator of dominance. However, other elements are also taken into account, including barriers to entry (legal and economic), portfolio power, and financial strength. For instance, in Obilet (15 June 2023, 23-27/528-89), the Board concluded that Obilet was dominant due to its high market share combined with entry barriers. Similarly, in Maçkolik (20 February 2025, 25-07/170-84), Maçkolik was deemed dominant in the digital markets for live sports scores and betting-related services. The Board relied on its traffic share, brand recognition, network effects, portfolio power, and the absence of sufficient countervailing buyer power.

In the context of the merger control, the Law No. 7246 abandons the dominance test and introduces the significant impediment of effective competition (“SIEC”) test. Consequently, this amendment may also shape how unilateral practices, abuse of dominance, are assessed.

1.3. Objective of the legislation

1.3.1. Is Law No. 4054 founded on economic objectives? Does the legal framework on dominance standard embody an economic rationale, or does it safeguard other interests?

Influenced by the Turkish Competition Authority (the “Authority”)’s 2008 publication of The Prime Objective of Turkish Competition Law Enforcement from a Law & Economics Perspective (Dr. Gönenç Gürkaynak, Turkish Competition Authority Press, September 2007), the economic rationale is more typically described in Turkish competition law circles as “the ultimate object of maximizing total welfare by targeting economic efficiency”. While not directly applicable to dominance cases, more recent regulations emphasize “consumer welfare”, as seen in Communiqué No. 2010/4 on Mergers and Acquisitions Subject to the Approval of the Competition Board. The introduction of the SIEC test in merger control similarly reflects a stronger economic orientation. That said, the legislative history and the explanatory notes of Law No. 4054 also make explicit references to non-economic policy objectives, such as protecting small and medium-sized businesses. As a result, these objectives continue to influence enforcement, particularly in dominance cases, alongside the economic rationale. In practice, the Board does not allow either economic or non-economic considerations to entirely prevail, instead balancing both.

1.4. Sector-specific dominance rules

1.4.1. Does Law No. 4054 include dominance rules tailored to specific sectors, apart from the general dominance rules?

Although Law No. 4054 does not provide for sector-specific dominance rules, certain sector regulators hold concurrent authority to identify and regulate dominance in their respective industries. For example, secondary legislation issued by the Information and Telecommunication Technologies Authority prohibits “firms with significant market power” from discriminating between companies seeking network access. These firms may not reject, without justification, requests for access, interconnection, or facility-sharing, and must also maintain separate accounts for costs incurred in network operation, such as energy or air conditioning. Comparable measures are found in the energy sector.

1.5. Exemptions from the dominance rules

1.5.1 Who falls within the scope of dominance provisions under Law No. 4054? Does the legislation allow for exemption?

The dominance rules, as well as the other provisions of Law No. 4054, apply to all entities qualifying as an “undertaking”. The law defines an undertaking as a single integrated economic unit capable of acting independently in the market to produce, market, or sell goods and services. Consequently, Law No. 4054 covers both individuals and corporations, as well as state-owned entities so long as they act as undertakings.

In the early years of enforcement, the Board interpreted the independence criterion narrowly and excluded state-owned undertakings from the application of Law No. 4054 (see Sugar Factories, 13 August 1998, 78/603-113). However, more recent practice reflects a broader interpretation that encompasses public entities and sports federations, such as in Turkish Coal Enterprise (19 October 2004, 04-66/949-227), Turkish Underwater Sports Federation (3 February 2011, 11-07/126-38), Türk Telekom (24 September 2014, 14-35/697-309), and Devlet Hava Meydanları İşletmesi (9 September 2015, 15-36/559-182). Therefore, state-owned entities are also subject to the Authority’s enforcement, pursuant to the prohibition laid down in Article 6.

1.6. Transition from non-dominant to dominant

1.6.1. Is the scope of Law No. 4054 limited to the behavior of the firms that already hold a dominant position?

The prohibition under Article 6 applies solely to undertakings in a dominant position. Similar to Article 102 of the TFEU, dominance itself is not prohibited; only its abuse is unlawful. Article 7, which previously centered around structural changes creating or strengthening dominance, now incorporates the SIEC test. Notably “attempted monopolization or dominance” is not recognized in Turkish competition law.

1.7. Collective dominance

1.7.1. Does Law No. 4054 address the concept of collective dominance? What is the legal framework set forth for collective dominance in the legislation and case law?

Collective dominance falls within the scope of Turkish competition law. The phrase “any abuse on the part of one or more undertakings” in Article 6 explicitly covers collective dominance abuses. However, Turkish precedents are limited and not yet developed enough to outline definitive conditions for finding collective dominance. The Board has, nonetheless, considered “an economic link” a necessary element for such findings.

Examples include Biryay (17 July 2000, 00-26/292-162), Turkcell/Telsim (9 June 2003, 03-40/432-186), Chemical Solvents (25 February 2021, 21-10/140-58), Sinema TV (18 May 2016, 16-17/299-134), and Tuna (19 January 2022, 22-04/58-27).

1.8. Dominant purchasers

1.8.1. Is Law No. 4054 applicable to dominant purchasers? Do the rules applicable to dominant suppliers differ from those applicable to dominant purchasers?

Dominant purchasers are covered by the application of Law No. 4054 provided their conduct constitutes an abuse of their dominance. In TEB (6 December 2016, 16-42/699-313), the Board concluded that TEB abused its dominance by entering into exclusive agreements with suppliers and obliging them to comply with exclusivity provisions, thereby excluding competitors from the market. In Nesine (29 February 2024, 24-11/194-78), the Board determined that Nesine had abused its dominant position by concluding an exclusive agreement for the purchase of advertisement services with one of the largest live match broadcasting platforms, which prevented competitors from accessing those services. Similarly, in Ferrero (7 March 2023, 24-12/213-87), the Board found that Ferrero’s procurement practices, namely, increasing the purchase of shelled nuts while reducing the purchase of unshelled nuts, restricted competitors’ access to the market and distorted competition.

1.9. Market definition and share-based dominance thresholds

1.9.1. What is the legal framework for defining the relevant product and geographic markets? Does the legal framework set market-share benchmarks at which dominance is presumed or excluded?

Market definition follows the same test as in merger control. The Guidelines on the Definition of the Relevant Market (“Guidelines”) aim to clarify the method and the decision-making criteria of the Board in order to define the market The Guidelines align with the Commission Notice on the Definition of Relevant Market for the Purposes of Community Competition Law (97/C 372/03) and are applicable in the context of merger control and dominance. The Guidelines consider demand-side substitution as the primary factor in defining the market, and supply-side substitution and potential competition as secondary factors.

While designed for merger control, Guidelines on the Assessment of Horizontal Mergers and Acquisitions acknowledges that market shares exceeding 50 per cent may signal dominance. For collective dominance, the combined market shares of the parties may be considered. In addition, the Guidelines on the Assessment of Exclusionary Conduct by Dominant Undertakings (“Guidelines on Exclusionary Conduct”) and the Board’s case law has consistently established that undertakings with a market share below 40 per cent are unlikely to be dominant. Examples include Mediamarkt (12 May 2010, 10-36/575-205), Pepsi Cola (5 August 2010, 10-52/956-335), Egetek (30 September 2010, 10-62/1286-487), Unmaş (20 May 2021, 21-26/324-150), D-Market (15 April 2021, 21-22/266-116), Aort (4 February 2021, 21-06/70-31), Kar Porselen (7 December 2023, 23-56/1108-391), Align (7 December 2023, 23-56/1119-397), Obilet (15 August 2024, 24-33/815-345), Google Advertising Technologies (12 December 2024, 24-53/1180-509), and Microsoft (12 December 2024, 24-53/1166-502).

The Board and the Guidelines on Exclusionary Conduct stress that market shares remain the main, but not the sole, benchmark for dominance. Other relevant elements include barriers to entry, market structure, the position of competitors, and overall market dynamics. Undertakings may rebut presumptions of dominance by showing that they lack the ability to act independently of market parameters, and economic or market studies may serve as significant evidence in this respect.

2. ABUSE OF DOMINANCE

2.1. Definition of abuse of dominance

2.1.1. How does Law No. 4054 define and determine abuse of dominance? What conduct is subject to a per se prohibition?

Law No. 4054 does not expressly define abuse; instead, it provides a non-exhaustive list of examples. However, paragraph 22 of the Guidelines on Exclusionary Conduct defines abuse as conduct whereby a dominant undertaking exploits its market power in a way that directly or indirectly reduces consumer welfare. Moreover, Article 2 of Law No. 4054 endorses an effects-based approach, meaning that the decisive element in determining whether a practice constitutes abuse is its effect on the market, regardless of the specific type of conduct. Consistently, paragraph 24 of the Guidelines on Exclusionary Conduct provides that in evaluating exclusionary conduct, both the conditions surrounding the conduct and its actual or potential effects on the market should be considered.

2.2. Exploitative and exclusionary practices

2.2.1. Are both exploitative and exclusionary conduct encompassed by the concept of abuse?

The concept of abuse extends to both exploitative and exclusionary practices. It also encompasses discriminatory conduct.

2.3. Link between dominance and abuse

2.3.1. What link must be demonstrated between dominance and abuse? Can conduct by an undertaking that is dominant in one market be considered abusive if it takes places in a different, but related or adjacent, market?

In principle, the finding of abuse must rest on a causal link between dominance and abuse. This was underlined in Meta (20 October 2022, 22-48/706-299), where the Board held that establishing abuse requires a demonstrable connection between the abusive conduct and the dominant position, either explicitly or implicitly. The Board, however, has not yet adopted a strict causality test. In some cases, it has relied on the same circumstantial evidence that was used to establish dominance to infer abuse.

Article 6 also prohibits abusive conduct in markets distinct from the one in which dominance exists. For instance, the Board found undertakings to have infringed Article 6 by engaging in abusive behaviour in neighbouring markets, as in Google Shopping (13 February 2020, 20-10/119-69), Google Android (19 September 2018, 18-33/555-273), Volkan Metro (2 December 2013, 13-67/928-390), Türkiye Denizcilik İşletmeleri (24 June 2010, 10-45/801-264), Türk Telekom (2 October 2002, 02-60/755-305), and Turkcell (20 July 2001, 01-35/347-95).

2.4. Defenses

2.4.1. Which defenses may be relied on against the allegations of abuse of dominance? May defenses be invoked once exclusionary intent is demonstrated?

Whether a defense is available or successful relies on the factual context of each case. According to Paragraph 30 of the Guidelines on Exclusionary Conduct, the Board will take into account arguments from dominant undertakings that their conduct are justified on the grounds of “objective necessity” and “efficiency”, or both. Efficiency gains may be relied on if the pro-competitive benefits demonstrably outweigh the anti-competitive effects.

Regarding the availability of defenses in cases where exclusionary intent is established, objective justifications – such as “objective necessity”, “efficiency” or both – may still be raised. Paragraph 24 of the Guidelines on Exclusionary Conduct specifies that when assessing exclusionary conduct, both the specific features of the conduct and its actual or potential market effects should be considered. Therefore, an actual or potential impact on the relevant market should be established in order to conclude that an undertaking has engaged in abuse.

3. SPECIFIC FORMS OF ABUSE

3.1. Types of conduct

3.1.1. Rebate schemes

Although rebate schemes are not directly set out under Article 6 as a specific category of abuse, such schemes may nonetheless amount to abuse. In Turkcell (23 December 2009, 09-60/1490-379), the Board held that Turkcell abused its dominance by, among other things, employing incremental rebate schemes to incentivize use of the Turkcell logo and by withholding rebates from buyers cooperating with rivals. A comparable stance was taken toward both retroactive and incremental schemes in Doğan Media Group (30 March 2011, 11-18/341-103), where the Board found abuse through rebate practices. The Board reached a similar conclusion regarding Luxottica (23 February 2017, 17-08/99-42), addressing unit and retroactive discounts, and determined in Unilever (18 March 2021, 21-15/190-80) that rebate mechanisms in industrial ice cream resulted in de facto exclusivity and thus abuse. In Ortadoğu Antalya Liman İşletmeleri (3 March 2022, 22-11/169-68), the Board again identified de facto exclusivity created via rebates in container stuffing services and found a violation of Article 6. The Board’s initial decision on Mey İçki’s behaviour in the vodka and gin market was annulled by the administrative court. On review, the Board determined that Mey İçki had abused its dominance by using retroactive rebate schemes, which it classified as exclusionary practices (11 June 2020, 20-28/349-163). This assessment echoed an earlier finding on exclusivity-enhancing rebates applied by the same undertaking in the rakı market (12 June 2014, 14-21/410-178).

3.1.2. Tying and bundling

Article 6 lists tying and bundling as a specific category of abuse. While the Board has evaluated numerous tying, bundling, and leveraging allegations, the Board has occasionally issued fines based on tying and leveraging (see Google Android, 19 September 2018, 18-33/555-273; Google Shopping, 13 February 2020, 20-10/119-69). In Google Android, the Board determined that Google leveraged dominance in licensable smart mobile operating systems and abused its position by tying search and app store services, engaging in exclusivity, and obstructing manufacturers’ use of alternatives, both in that market and in related markets. In Google Shopping, the Board found that Google exploited dominance in general search to prioritize its own product in comparison-shopping services. In some instances, the Board has imposed behavioural remedies without fines to prevent tying/leveraging, as in TTNET-ADSL (18 February 2009, 09-07/127-38). More recently, in Obilet (15 June 2023, 23-27/521-177), the Board indicated that de facto tying between ticketing software and B2C ticket sales could infringe Article 6 and made commitments binding. A similar commitment-based resolution was adopted in Meta (Instagram–Threads) (23 November 2024, 24-45/1053-450), where the Board assessed Meta’s tying of its newly launched Threads platform to Instagram and found that such conduct, including cross-platform data integration, could raise exclusionary concerns. After imposing interim measures and issuing daily fines for non-compliance, the Board accepted Meta’s commitments to cease the tying of Threads to Instagram and terminate data sharing between the services.

In Google Advertising Technologies (12 December 2024, 24-53/1180-509), the Board examined tying and self-preferencing allegations in the programmatic advertising sector. The Board found that Google violated Article 6 of Law No. 4054 by way of providing an unfair advantage to its own supply side platform (“SSP”) by relying on its dominant position in the market for publisher ad server services and the relevant self-favouring conduct is of the nature that hinders the activities of its competitors. As a result, the Board (i) imposed a monetary fine on Google and (ii) obliged Google to apply conditions to third-party supply-side platforms (third-party SSPs) that are no less favorable than the conditions that Google applies to its own service, in order to stop the violation and maintain effective competition in the market.

3.1.3 Exclusive dealing

Exclusive dealing typically falls under Article 4 of Law No. 4054, which covers agreements, concerted practices, and decisions of trade associations. That being said, exclusive dealing practices may also be examined under Article 6. The Board has, in fact, previously identified Article 6 infringements arising from exclusive dealing practices (see Karboğaz, 1 December 2005, 05-80/1106-317).

In relation to single branding obligations, the Board, in Unilever (18 March 2021, 21-15/190-80), reviewed rebate schemes in the industrial ice cream market and found that they resulted in de facto exclusivity.

Furthermore, in Trakya Cam, the Board examined whether the de facto implementation of an exclusive dealership system by Trakya Cam infringed Articles 4 and 6 of Law No. 4054. While the Board declined to grant an individual exemption to Trakya Cam’s dealership system (Trakya Cam I, 2 December 2015, 15-42/704-258), it later found that Trakya Cam’s practices constituted an abuse of dominance (Trakya Cam II, 14 December 2017, 17-41/641-280).

Tadım Gıda (7 July 2022, 22-72/505-202) is another decision in which the Board evaluated discounting practices and booth placement conditions and found that they create de facto exclusivity or loyalty inducing by limiting the visibility and accessibility of competing products. The investigation was concluded without a finding of infringement following the Board’s acceptance of a comprehensive commitment package submitted by Tadım. The commitments included refraining from granting bonuses or retroactive rebates conditional upon exclusivity, avoiding exclusive supply arrangements in the traditional channel, and ensuring that no financial advantage would be tied to the imposition of non-compete obligations or to minimum purchase thresholds exceeding 60% of the buyer’s annual procurement in the previous year.

In EssilorLuxotica (17 August 2023, 23-39/749-259), the Board imposed an administrative fine on the undertaking for breaching binding commitments set out in a previous decision dated 1 October 2018. Additionally, the Board found that the bundling of ophthalmic lenses and optical machinery led to de facto exclusivity and constituted an abuse of dominance in both the ophthalmic lens wholesale and optical equipment markets. However, the Board refrained from issuing a separate fine for the Article 6 violation, invoking the ne bis in idem principle.

In Storytel (30 November 2023, 23-55/1076-380), the Board’s assessment centered on the long-term exclusive agreements Storytel concluded with publishers, in light of the allegations that such agreements restricted market entry and expansion of rival audiobook platforms. During the ongoing investigation process, the Board accepted Storytel’s commitments, thereby addressing the competitive concerns and terminating the proceedings without finding an infringement.

Most recently, in Nesine (29 February 2024, 24-11/194-78), the Board found that the undertaking had entered into long-term exclusivity agreements, including an exclusive arrangement for the purchase of advertising services with one of the major live match broadcasting platforms, thereby abusing its dominant position in the fixed-odds betting games market. These practices were deemed to hinder competitors’ access to advertising, sponsorship, and broadcasting opportunities. While the investigation was ongoing, the Board applied interim measures to cease the application of such exclusivity clauses, and upon concluding the investigation, imposed an administrative monetary fine on the undertaking.

3.1.4. Predatory pricing

While the Board has, in many instances, recognized that predatory pricing may amount to an abusive practice (see TTNet (11 July 2007, 07-59/676-235); Denizcilik İşletmeleri (12 October 2006, 06-74/959-278); Coca-Cola (23 January 2004, 04-07/75-18); Türk Telekom/TTNet (19 November 2008, 08-65/1055-411); Trakya Cam (17 November 2011, 11-57/1477-533); Tüpraş (17 January 2014, 14-03/60-24); THY (30 December 2011, 11-65/1692-599); and UN Ro-Ro (1 October 2012, 12-47/1413-474)), the Board frequently rejects complaints of this nature, reflecting its reluctance to micromanage pricing conduct. This approach was illustrated in the Board’s Sony Eurasia (7 February 2019, 19-06/47-16) decision where the Board held that short-term below-cost pricing strategy did not, in itself, suffice to establish a violation of Article 6 (see also BİM (27 June 2008, 08-41/568-216), Migros (25 February 2010, 10-19/241-95)).

When reviewing allegations of predatory pricing, the Board’s main consideration is whether the pricing conduct results in market foreclosure for competitors. The Board’s Guidelines on Exclusionary Conduct and precedents of the Board do not require the evidence of recoupment as a precondition for establishing a violation. In principle, the Board considers that predatory pricing may be found where the following criteria are met (see Kale Kilit (6 December 2012, 12-62/1633-598):

• the undertaking holds a financial advantage over its competitors;
• prices are set at an abnormally low level;
• the conduct is aimed at excluding competitors from the market; and
• the undertaking is prepared to bear short-term losses with the expectation of long-term profits.

In evaluating exclusionary effects, the Board frequently employs the “as-efficient competitor test” (“AECT”) to assess whether predatory pricing could result in the exclusion of competitors from the market. Under this framework, if an equally efficient competitor is deemed capable of remaining in the market despite the predatory pricing strategy pursued by the dominant undertaking, the Board is unlikely to step in, as such pricing would not be considered harmful to effective competition or consumer welfare (see Port Akdeniz (03.03.2022, 22-11/169-68); Çiçek Sepeti (8 March 2018, 18-07/111-58)). However, if the Board determines that the dominant undertaking’s pricing conduct has the potential to drive equally efficient competitors out of the market, it will reflect this in its overall anticompetitive foreclosure analysis, considering remaining quantitative and qualitative evidence. In particular, the pricing strategies of the undertaking may be deemed exclusionary if as-efficient competitors are unable to implement effective counter-measures for the targeted segment of the customer’s demand without engaging in below-cost pricing. While the Board may, in certain cases, consider the impact of below-cost pricing on less efficient competitors (see UN Ro-Ro (1 October 2012, 12-47/1413-474)), such considerations are exceptional. The general preference remains for relying on the AECT, which helps avoiding over-enforcement and the risk of chilling legitimate price competition (see Türk Telekom (3 May 2016, 16-15/254-109)). This reflects the Board’s effects-based approach to predatory pricing, grounded in preserving competitive market dynamics while ensuring that pricing strategies do not lead to exclusionary outcomes.

3.1.5. Price or margin squeezes

Under Turkish competition law, price squeezing may constitute an abusive conduct, leading to the imposition of fines. The Board examines such allegations with particular rigor as illustrated in its decisions (see Şişecam (21 October 2021, 21-51/712-354); Türk Telekom (19 October 2004, 04-66/956-232); TTNet (11 July 2007, 07-59/676-235); Doğan Dağıtım (9 October 2007, 07-78/962-364); Türk Telekom/TTNet (19 November 2008, 08-65/1055-411); Türk Telekomünikasyon AŞ (3 May 2016, 16-15/254-109)). In determining whether price squeezing constitutes abusive conduct, the Guidelines on Exclusionary Conduct highlight four elements: (i) the presence of a vertically integrated undertaking operating both upstream and downstream markets; (ii) an upstream input that is indispensable for downstream competition; (iii) the undertaking’s dominance in the upstream market; and (iv) a margin between upstream and downstream prices so limited that even an equally efficient competitor could not achieve sustainable profitability.

3.1.6. Refusals to deal and denied access to essential facilities

Among the frequently observed types of abuse are refusals to deal and denied access to essential facilities, both of which the Board has examined on numerous occasions (see Eti Holding, (21 December 2000, 00-50/533-295); POAŞ (20 November 2001, 01-56/554-130); Ak-Kim (4 December 2003, 03-76/925-389); Çukurova Elektrik (10 November 2003, 03-72/874-373); BOTAŞ (27 April 2017, 17-14/207-85); Sanofi (29 March 2018, 18-09/156-76); Lüleburgaz (7 September 2017, 17-28/477-205); Akdeniz/CK Akdeniz Elektrik (20 February 2018, 18-06/101-52) Enerjisa (8 August 2018, 18-27/461-224); Aydem/Gediz (1 October 2018, 18-36/583-284); MDF/Chipboard (1 April 2021, 21-18/229-96); D-Market (15 April 2021, 21-22/266-116); İsttelkom (11 April 2019, 19-15/214-94)). A particularly notable case is the Board’s Varinak (19 December 2019, 19-45/768-330) decision in which the Board held that Varinak, which was in a dominant position in the market for maintenance and repair of linear accelerator devices as well as treatment control devices , had abused its dominant position by refusing to grant access to training certifications necessary for competing undertakings to provide such services, thereby foreclosing effective competition in the market. A similar decision was reached in Medsantek (28 March 2019, 19-13/182-80) where the Board concluded that the undertaking engaged in exclusionary practices by denying access to critical inputs in the sequence analysis devices market.

The Board also reviews whether the refusal is grounded on an objective justification (Türk Telekom (27 February 2020, 20-12/153-83)). Moreover, the Board has generally declined to uphold refusal to supply allegations concerning supplier/reseller relations on the basis that there was no meaningful competition between a supplier and a reseller (Allergan (8 September2022, 22-41/594-248); Novartis (11 April 2019, 19-15/215-95); and Baymak (6 September2018, 18-30/523-259)).

3.1.7. Predatory product design or failure to disclose new technology

While Article 6 of Law No. 4054 provides an illustrative list of abusive practices, it is non-exhaustive, and other forms of conduct may be considered abusive under this provision. In practice, though, the Board’s enforcement record indicates that no administrative fines have been imposed in relation to other potential forms of abuse, such as strategic capacity construction, predatory product design or process innovation, failure to disclose new technology, predatory advertising, or excessive product differentiation.

3.1.8. Price discrimination

Both price and non-price discrimination may fall within Article 6. The Board has condemned discriminatory pricing (see TTAŞ (2 October 2002, 02-60/755-305); Türk Telekom/TTNet, (19 November 2008, 08-65/1055-411); MEDAŞ (2 March 2016, 16-07/134-60); Türk Telekom, (9 June 2016, 16-20/326-146)) and discriminatory trading conditions (see Krea (14 September 2023, 23-43/826-292)).

3.1.9. Exploitative prices or terms of supply

Although Article 6 of Law No. 4054 does not expressly mention exploitative pricing or supply terms, such conduct may nevertheless fall within the scope of Article 6. The Board has previously found that excessive or exploitative pricing by dominant undertakings may amount to an infringement (see Port Akdeniz (5 November 2020, 20-48/666-291); Sahibinden (1 October 2018, 18-36/584-285 and 13 July 2023, 23-31/604-204); Tüpraş (17 January 2014, 14-03/60-24); TTAŞ (2 October 2002, 02-60/755-305); Belko (9 April 2001, 01-17/150-39); Soda (20 April 2016, 16-14/205-89); DFDS (26 July 2023, 23-34/642-215) (no full investigation in Soda and DFDS)). Nonetheless, many complaints on these grounds fail given the Authority’s unwillingness to intervene excessively in pricing strategies. In addition, the Board’s excessive pricing finding against Sahibinden was quashed by Ankara 6th Administrative Court (18 December 2019, E. 2019/946, K. 2019/2625), a ruling upheld by the 8th Administrative Chamber of Ankara Regional Administrative Court (20 January 2021, E. 2020/699, K. 2021/68), on the basis that the standard of proof had not been met. The court underlined that intervention in pricing is an exceptional measure.

3.1.10. Abuse of administrative or government process

Although the Board has not yet issued an infringement decision based on abuse of a governmental or regulatory process, and the matter has not been formally raised before the Authority to date, there appears to be no apparent reason to such conduct being found to violate Article 6, provided that sufficient evidence is presented to substantiate the abuse.

3.1.11. Mergers and acquisitions as exclusionary practices

While mergers and acquisitions are normally assessed under the merger control regime set out in Article 7 of Law No. 4054, the Board has, albeit in exceptional cases identified structural abuses whereby dominant undertakings have relied on joint venture arrangements as a means of excluding competitors. Such conduct has been held to constitute a breach of Article 6, as exemplified in the Biryay I decision (17 July 2000, 00-26/292-162).

Similarly, in Trakya Cam (9 February 2015, 15-08/110-46), the Board launched an investigation into Trakya Cam whether the dominant flat glass producer’s acquisition of its main competitor’s assets amounted to an abuse of dominance through structural foreclosure. The Board concluded that no violation had occurred due to insufficient evidence of anticompetitive effects.

3.1.12. Other abuses

Because Article 6 is non-exhaustive, additional conduct may be categorized as abuse. That said, the enforcement record indicates that the Board has not imposed fines for allegations such as strategic capacity construction, predatory product design or process innovation, failure to disclose new technology, predatory advertising, or excessive product differentiation.

4. ENFORCEMENT

4.1. Enforcement authorities

4.1.1. Is there a separate enforcement authority investigating abuse of dominance rules?

Yes. The enforcement of competition law in Turkiye is entrusted to the Authority, an independent legal entity with administrative and financial autonomy. The Authority is composed of the Board, the presidency, and various service departments. Six divisions with sector-specific allocations carry out enforcement functions, supported by approximately 288 case handlers. Additional units, such as economic analysis and research department; decisions unit; information management unit; external relations and competition advocacy department; management services unit; cartel and on-site inspections support unit; and strategy development unit and a regional office in İstanbul, assist the technical divisions and the presidency in their tasks. The Board, as the decision-making body of the Authority, consists of seven members, and is also competent to investigate and sanction abuses of dominance.

The Board is vested with extensive investigative powers. It may request any information it deems necessary from public institutions and organizations, undertakings, and trade associations. All addressees are legally obliged to comply within the timeframe specified by the Board. A failure to comply with an order to provide information, or a failure to meet the deadline, may result in an administrative monetary fine of 0.1 per cent of the turnover generated in the financial year preceding the decision. If such turnover is not calculable, the turnover from the nearest financial year is taken into account. The same penalty may be imposed where incorrect or misleading information is provided. For 2025, the minimum administrative monetary fine amounts to 241,043 Turkish liras (effective as of 1 January 2025).

Article 15 of Law No. 4054 authorizes the Board to conduct on-site inspections. Within this framework, the Board may examine the books, all types of data and documents of undertakings and associations of undertakings kept on physical or electronic media and in information systems, and take copies and physical samples thereof. It may also request written or oral statements on specific issues and extend its review to any asset of an undertaking. Furthermore, pursuant to the Law No. 7246 and the Board is authorized to examine electronic information and documentation contained in company systems and devices. Mobile devices such as phones and tablets may also be reviewed, unless it is established that they are solely for personal use. At the very least, the Board is authorized to conduct a preliminary review to determine whether a device is of a personal nature.

The law grants the Board comprehensive powers to carry out dawn raids. Judicial authorization is only required if an undertaking refuses to permit such an inspection. Although the statute allows for oral testimony to be compelled, in practice, case handlers usually allow employees to defer their answers, provided a timely written response is subsequently submitted. Records held on computers and phones, including emails and instant messaging communications such as WhatsApp, are subject to inspection, and even deleted items are reviewed. Any refusal to grant access to premises or relevant records may lead to the imposition of fines.

The Board has imposed fines for obstructing on-site inspections even in cases where the correspondence or messages in question were restored or no violation was ultimately found. Illustrative precedents include Hepsiburada (7 October 2021, 21-48/678-338,); Unmaş (25 January 2022, 21-26/327-152); Güven (8 December 2022, 22-54/831-341); Vatan (28 April 2023, 23-19/363-125); Canon (28 April 2023, 23-19/365-127); Misdağ (22 June 2023, 23-28/530-179); AbbVie (5 October 2023, 23-47/898-318); Epson (12 October 2023, 23-48/910-324); Lyksor (18 April 2024, 24-19/416-169); Serin Beton (3 October 2024, 24-40/955-413); Kloroplas (15 August 2024, 28 November 2024, 24-50/1125-483); Koçak Baklava (24-33/772-322); and Arzum (20 February 2025, 25-07/178-89).

The Turkish Constitutional Court delivered a significant decision on 20 June 2023 (application no. 2019/40991, filed on 23 April 2023), which may affect the Authority’s procedures regarding on-site inspections. The Court determined that the provision allowing inspections to be conducted without a court warrant contravened Article 21 of the Turkish Constitution, which safeguards domicile immunity. Consequently, the Authority may now be required to seek a warrant from the Criminal Judgeship of Peace before performing an on-site inspection, although such authorization had already been envisaged in the legislation and was occasionally pursued when undertakings refused to cooperate.

4.2. Sanctions and remedies

4.2.1. Which sanctions and remedies may the Authority apply? Do fines and sanctions apply individuals?

Sanctions for abuses of dominance under Law No. 4054 are administrative. Where an abuse of dominance is established, each infringing undertaking may be fined up to 10 per cent of its Turkish turnover generated in the financial year preceding the fining decision. If this turnover is not calculable, the turnover of the nearest financial year will be considered. In addition, employees or members of the executive bodies of undertakings or associations of undertakings who have played a decisive role in the infringement may be fined up to 5 per cent of the fine imposed on the undertaking or association of undertakings. In this context, Law No. 4054 refers to Article 17 of Law No. 5326 on Minor Offences. The applicable framework is further detailed in the Regulation on Administrative Fines to Apply in Cases of Agreements, Concerted Practices and Decisions Limiting Competition, and Abuse of Dominant Position (“Amended Regulation on Fines”), which replaced the previous regulation.

The Regulation provides guidance on how monetary fines are calculated. In determining the base fine, the Board will consider the severity of the harm caused or likely to be caused by the violation and whether the violation qualifies as naked and/or hard-core. Different base fine rates are set depending on the duration of the violation, ranging from more than one year but less than two years to more than five years. The Board also considers aggravating factors, such as repeated infringements of Article 4 and/or Article 6, continuation of the infringement after the investigation decision has been notified, a decisive role in the infringement, or breach of the confidentiality obligation under Article 12 of the Regulation on the Settlement Procedure Applicable in Investigations on Agreements, Concerted Practices and Decisions Restricting Competition and Abuses of Dominant Position. Conversely, mitigating factors may reduce the fine, such as providing assistance during on-site inspections beyond legal obligations, being coerced by other undertakings, having limited involvement in the violation, generating a low share of revenues from the infringing activities, or including overseas sales revenues in annual gross revenues.

Besides monetary fines, the Board is empowered to adopt any measure necessary to terminate abusive conduct, eliminate both de facto and legal consequences of the infringement, and restore competition to the level that existed before the abusive conduct. Moreover, Article 56 of Law No. 4054 declares that agreements and trade association decisions infringing Article 4 are null and void with all their consequences. Although debate continues as to whether this “null and void” provision also extends to contracts concluded by dominant undertakings engaged in abusive conduct, such contracts may nevertheless be deemed invalid and unenforceable if they give rise to or facilitate the abusive practice in violation of Article 6.

Article 43 of the Law No. 7246introduced settlement and commitment procedures. A settlement may be requested by parties that admit to an infringement until the official notification of the investigation report. In such cases, the administrative fine may be reduced by up to 25 per cent, and the parties waive the right to dispute the infringement or the fine once the investigation is finalized by settlement. Under the same provision, undertakings or associations of undertakings may voluntarily propose commitments during a preliminary or full-fledged investigation in order to remove the Authority’s competition concerns under Articles 4 and 6 of Law No. 4054. Commitments may be submitted until three months after the official notification of the investigation notice. Depending on their adequacy and timing, the Board may refrain from launching a full-fledged investigation or may terminate an ongoing investigation before completion. Nevertheless, commitments are not admissible for violations such as price fixing, market or customer sharing, or supply restrictions under Article 4 of Law No. 4054.

The most significant fine to date in relation to abuse of dominance was imposed in the Google Advertising Technologies (12 December 2024, 24-53/1180-509), where the Board ordered Google to pay 2,607,563,963.59 Turkish liras. The Board did not disclose the exact fine rate it applied in the calculation.

4.3. Enforcement practice

4.3.1. Does the Authority have autonomous sanctioning powers, or must it seek approval from a court or other authority?

The Board is empowered to impose sanctions directly. Pursuant to Article 27 of Law No. 4054, the Board has the authority to adopt necessary measures to bring infringements to an end and to impose administrative monetary fines. The exercise of this power does not require prior approval or authorization from any court or other public authority.

4.4. Enforcement record

4.4.1. What does the recent enforcement record reveal?

Over the recent years, the Authority has demonstrated a strong enforcement focus on digital markets, particularly in abuse of dominance cases under Article 6 of Law No. 4054. The Board has initiated and concluded several high-profile investigations against major technology companies, many involving data-driven practices, self-preferencing, discriminatory conduct, or restrictions on multi-homing (see Google Android (19 September 2018, 18-33/555-273), Google Shopping (7 November 2019, 19-38/575-243), Google Adwords (12 November 2020, 20-49/675-295), and Google Local Search (8 April 2021, 21-20/248-105).

Recently, in Google General Search Features (4 July 2024, 24-28/682-283), the Board assessed whether certain rich results, such as “videos”, “people also ask”, “translation box”, and others, unfairly pushed rival content down the page. The Board found no infringement. However, in Google Advertising Technologies (12 December 2024, 24-53/1180-509), it concluded that Google had leveraged its dominance in publisher ad server services to benefit its own supply side platform (SSP), in breach of Article 6 and the relevant self-favouring conduct is of the nature that hinders the activities of its competitors. As a result, the Board (i) imposed a monetary fine on Google and (ii) obliged Google to apply conditions to third-party supply-side platforms (third-party SSPs) that are no less favorable than the conditions that Google applies to its own service, in order to stop the violation and maintain effective competition in the market.

In Meta (20 October 2022, 22-48/706-299), the Board evaluated that by combining the data collected from its core services (namely Facebook, Instagram and WhatsApp), Facebook abused its dominant position in the market through (i) hindering the activities of its competitors in the online display advertising market with its personal social network services, and (ii) creating barriers to entry to the market. The Board imposed an administrative fine on Meta and imposed certain measures. The Board discussed the compliance proposal submitted by Meta and concluded that the measures were not sufficient to meet the obligation imposed. Therefore, the Board decided to impose on Meta a daily non-compliance fine (21 December 2023, 23-60/1162-417). Subsequently, the Board discussed the final compliance measures submitted by Meta on 5 April 2024 and decided on 24 April 2024 that the proposed remedies were sufficient to meet the imposed obligations. Therefore, the administrative fine imposed on Meta totalled roughly half a billion Turkish lira (4 April 2024, 24-20/467-197).In Trendyol (26 July 2023, 23-33/633-213), Turkiye’s leading multi-category e-marketplace was found to have abused its dominance by manipulating algorithms and misusing third-party seller data to gain an unfair competitive advantage. Similarly, in Sahibinden (17 August 2023, 23-39/754-263), the Board found that the online classifieds platform violated Article 6 by preventing data portability, enforcing de facto exclusivity, and introducing non-compete obligations.

The Board has also applied the commitments procedure to resolve investigations. In Storytel (30 November 2023, 23-55/1076-380), the audiobook platform proposed commitments in response to allegations of market foreclosure through long-term exclusivity agreements with publishers, which the Board accepted. A similar approach was taken in Krea (14 September 2023, 23-43/826-292), where the Board investigated discriminatory practices in the sub-licensing of football match broadcasting rights and concluded the case upon accepting commitments.

Beyond digital platforms, the Authority has also pursued enforcement in agricultural and raw material purchasing markets. In Ferrero (7 March 2023, 24-12/213-87), the Board evaluated whether purchasing practices in the hazelnut supply chain distorted competition. The Board emphasized that Ferrero’s conduct arising from its reduced procurement of shelled nuts, increased procurement of unshelled nuts, and failure to Commitments offered by Ferrero were accepted to address the Board’s concerns.

The Authority has also examined refusal to deal and essential facilities claims. (see MDF/ChipBoard (1 April 2021, 21-18/229-96), D-Market (15 April 2021, 21-22/266-116), Türk Telekom II (16 April 2020, 20-20/267-128), Türk Telekom I (27 February 2020, 20-12/153-83), Akdeniz/CK Akdeniz Elektrik (20 February 2018, 18-06/101-52); Enerjisa (8 August 2018, 18-27/461-224) Aydem/Gediz (1 October 2018, 18-36/583-284); İsttelkom (11 April 2019, 19-15/214-94)), Varinak (19 December 2019, 19-45/768-330), Medsantek (28 March 2019, 19-13/182-80), Daichii Sankyo (22 May 2018, 18-15/280-139), Türkiye Petrol Rafinerileri (12 June 2018, 18-19/321-157), Pharmaceuticals (8 March 2019, 19-11/126-54), Zeyport Zeytinburnu (15 March 2018, 18-08/152-73) and Kardemir Karabük Demir Çelik (7 September 2017, 17-28/481-207)). Investigations into exclusive dealing have also emerged in decisions such as: (see Tırsan (23 May 2019, 19-19/283-121), Mars Media (18 January 2018; 18-03/35-22), Frito Lay (12 June 2018; 18-19/329-163) and Trakya Cam (14 December 2017; 17-41/641-280).) The Authority has also scrutinized rebate schemes (see Unilever (18 March 2021, 21-15/190-80) and Port Akdeniz (3 March 2022, 22-11/169-68)).

Overall, the duration of abuse of dominance proceedings varies by case and workload, but typically ranges from one to one and a half years.

4.5. Contractual implications

4.5.1. If a contractual clause involving a dominant undertaking is found to be incompatible with the legislation, does this result in the invalidity of the clause or the entire contract?

Article 56 of Law No. 4054 stipulates that agreements and decisions of associations of undertakings contrary to Article 4 are invalid and unenforceable with all their consequences. The agreement will remain valid if the inconsistent clause may be severed under the principles of severability. In İsttelkom (11 April 2019, 19-15/214-94), the Board found that İsttelkom abused its dominance in the electronic communication infrastructure instalment market in Istanbul through provisions of the Facility Sharing Protocol. The Board ordered İsttelkom to remove clauses requiring ownership of infrastructure whose costs were borne by the operators and clauses preventing the use, rental, or transfer of such infrastructure to third parties. Similarly, in Google Android (19 September 2018, 18-33/555-273), the Board required contractual amendments, including the removal of pre-instalment and exclusivity clauses in manufacturer agreements and the inclusion of an explicit provision to secure competition in the app store.

4.6. Private enforcement

4.6.1. Is private enforcement possible? Does the legislation provide a basis for a court or other authority to order a dominant firm to grant access, supply goods or services, conclude a contract, or invalidate a provision or contract?

Yes, private enforcement is possible, but it is limited to damages actions. Moreover, Law No. 4054 does not provide a mechanism for private lawsuits to impose behavioural or other remedies.

Application of the remedy mechanism was introduced in Articles 4 and 6 of the Law No. 7246, and replaced the mechanism previously applicable under Article 7. In this regard, where behavioural remedies are insufficient and have failed, structural remedies can be imposed against anticompetitive conduct by the Board.

Non-compliance with the Board’s orders triggers the possibility of an investigation. Yet, the initiation of an investigation does not necessarily result in a finding of an infringement. However, the legislation does not grant the Board the explicit power to compel, through a court order, performance of specific obligations such as granting access, supplying goods or services, or entering into a contract.

4.7. Claims of damages

4.7.1. How can harmed companies enforce their claim for damages? What forum is competent to hear such claims and what criteria govern the calculation of damages?

While the Board investigates and sanctions abuse of dominance, private parties may bring civil lawsuits for damages. Article 57 of Law No. 4054 allows real or legal persons that incur losses from a distortion of competition to recover such losses from the responsible parties. Article 58/1 of Law No. 4054 specifies that the damage equals the difference between the cost actually paid by the injured party and the cost that would have been paid absent the restriction of competition. This provision ensures compensation for actual losses. Additionally, competitors uninvolved in the violation, yet suffered due to the violation, may claim compensation for all damages, including both actual damages and loss of profit.

Furthermore, Turkish competition law regime allows for treble damages. Article 58/2 of Law No. 4054 provides that if damage results from an agreement, decision, or gross negligence of the parties, the judge may, upon the claimant’s request, award compensation up to three times the material damage incurred or the profits gained or likely to be gained by those who caused the harm. For treble damages to be awarded, (i) the harm should stem from an agreement, a decision or the parties’ gross negligence and (ii) the harm should be material (not moral). Debate persists regarding whether judges may apply treble damages once these conditions are satisfied, or whether they retain discretion to award less. Case law reflects varying outcomes: onefold compensation (Istanbul 12th Consumer Court, 6 June 2017, 2016/82 E, 2017/220 K); twofold compensation (Istanbul Anatolian 4th Commercial Court of First Instance, 12 December 2017, 2015/1008 E, 2017/1325 K); and threefold compensation (Marmaris 1st Civil Court of First Instance, 14 November 2017, 2017/17 E, 2017/494 K).

Civil courts usually wait for the Board’s decision before ruling on damages. For instance, the Court of Appeals has emphasized that applications to the Board should be treated as preliminary issues (19th Civil Chamber, 1 November 1999, Decision No. 99/3350 E, 99/6364 K; 11th Civil Chamber, 5 October 2009, 2008/5575 E, 2009/10045 K). While the Board’s decisions are not binding on courts, they have a significant role in various aspects of civil litigation.

4.8. Appeal process

4.8.1. What is appeal process against the Competition Board’s decisions?

The final decisions of the Board, including decisions on interim measures and fines, can appealed before administrative courts in Ankara. Since the Board’s decisions are considered administrative acts, legal actions against Board decisions are pursued in accordance with Administrative Procedure Law No. 2577 (“Law No. 2577”). Appeals should be filed within 60 days after the Board’s reasoned decision is served on the parties in line with Law No. 2577.

5. UNILATERAL CONDUCT OF NON-DOMINANT FIRMS

5.1. Does the legal framework extend to govern the unilateral conduct of non-dominant firms?

Article 6 of Law No. 4054, which is similar to Article 102 of the TFEU, is intended to apply exclusively to the unilateral conduct of dominant undertakings. Dominance is thus a prerequisite for the application of the prohibition set forth in the Article 6 of Law No. 4054. However, recent enforcement practice by the Board reveals a tendency to stretch the scope of Article 4 of Law No. 4054, which governs restrictive agreements, to cover unilateral conduct by non-dominant firms within the vertical supply relationships. Relying on the notion of “implied consent” in vertical relationships, the Board has, at times, treated unilateral conduct such as discrimination or refusal to deal by non-dominant undertakings as if they fall within Article 4 of Law No. 4054, despite the absence of dominance. This emerging shift, treating Article 4 of Law No. 4054 as a substitute where Article 6 of Law No. 4054 is inapplicable, has led to instances in which unilateral actions that should only be assessed under Article 6 of Law No. 4054 have been sanctioned under Article 4 of Law No. 4054.

The Board has issued several decisions cautioning non-dominant undertakings for practices such as imposing dissimilar conditions on their distributors or introducing unilaterally supply requirements to meet minimum objective criteria.

Notable examples include the 3M Türkiye (9 June 2016, 16-20/340-155), where the Board evaluated discriminatory practices under Article 4 of Law No. 4054 despite 3M Türkiye not being dominant, and the Turkcell (13 August 2014, 14-28/565-253), where the Board assessed exclusive agreements under both Articles 4 and 6 of Law No. 4054 but ultimately found no infringement. The Board, in turn, did not address the subtle differences between Article 4 and Article 6 of Law No. 4054.

6. TRENDS

6.1. Are there any anticipated legislative amendments or other regulatory measures to affect this area in the near future?

Guidelines on Competition Infringements in Labour Markets, adopted on 21 November 2024, focus on potential violations of Article 4 of Law No. 4054 in labour markets. Notably, it acknowledges that abuse of dominance can occur in different forms in labour markets and require a case-by-case analysis.

Another notable development is the entry into force of the Amended Regulation on Fines on 27 December 2024. It replaced the former regulation on fines, which had been enforced since 15 February 2009. It sets out detailed guidelines on the calculation of monetary fines. In the case of a violation under Articles 4, 6 and 7, the Board has discretion to determine a base fine rate up to the statutory maximum of 10% of the undertaking’s turnover. In accordance with the recently amended Regulation on Fines, the distinction between “cartel” and “other violations” in the determination of base administrative monetary fines and lower and upper limits for said base fines determined based on the type of violation (i.e., 2% to 4% for cartels and 0.5% to 3% for other violations) has been revoked. Furthermore, the Amended Regulation on Fines foresees that the base fine will be determined by considering, in particular, the severity of the harm caused or likely to be caused by the violation and whether the nature of the violation is naked and/or hard-core. Under the Amended Regulation on Fines, duration of the violation plays crucial role for determination of the base administrative monetary fine. Moreover, while the revoked Regulation prescribed an increase in base administrative monetary fines if the violation lasted for more than one but less than five years or more than five years, the Amended Regulation puts forth specific base rates for different violation terms. In this regard, there are base fines for violations lasting:

• more than one year but less than two years,
• more than two years but less than three years,
• more than three years but less than four years,
• more than four years but less than five years, and
• more than five years.

Amended Regulation on Fines also sets out aggravating factors such as recurrence of violations of Article 4 and/or Article 6, continued violation after the notification of the investigation decision, decisive role in terms of infringement or the breach of confidentiality requirement under Article 12 of Regulation on the Settlement Procedure Applicable in Investigations on Agreements, Concerted Practices and Decisions Restricting Competition and Abuses of Dominant Position, and also mitigating factors such as assistance with on-site inspections (beyond fulfilling legal obligations), coercion to the violation by other undertakings, limited involvement in the violation, low revenue share of the activities constituting the violation, the inclusion of overseas sales revenues in the annual gross revenues and so on, in determining the magnitude of the monetary fine.

1. LEGISLATION AND JURISDICTION

1.1. Legal framework

1.1.1. What is the legal framework governing merger control? Which authorities enforce merger control rules?

Merger control in Turkiye is governed by Law No. 4054 on the Protection of Competition (“Law No. 4054”), enacted on 13 December 1994, together with communiqués issued by the Turkish Competition Authority (the “Authority”). Article 7 of the Law No. 4054 provides a substantive framework for merger control.

The Authority is an administratively and financially autonomous body, composed of the Turkish Competition Board (the “Board”), the presidency, and several service departments. Its enforcement work is carried out through six sector-specific divisions and supported by specialized units covering areas such as economic analysis, leniency, IT, external relations, audit, strategy development, public relations, and cartel/on-site investigation support. The Authority employs approximately 281 case handlers in total.

Significant legislative reforms were introduced with Law No. 7246 (“Law No. 7246”), which entered into force on 24 June 2020. Under Article 7, the Board is authorized to determine by communiqué which transactions must be notified to the Authority. Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board (“Communiqué No. 2010/4”) , effective since 1 January 2011, is the principal secondary legislation and replaced Communiqué No. 1997/1.

Communiqué No. 2010/4 remains the core instrument for merger review in Turkiye. It sets out the scope of notifiable transactions and has introduced significant changes to the merger control regime. It has subsequently been supplemented by Communiqué No. 2021/3 on Agreements, Concerted Practices and Decisions and Practices of Associations of Undertakings that do not Significantly Restrict Competition (“Communiqué No. 2021/3”) (introducing the de minimis principle), Communiqué No. 2021/2 on the Commitments to be Offered in Preliminary Inquiries and Investigations Concerning Agreements, Concerted Practices and Decisions Restricting Competition, and Abuse of Dominant Position (“Communiqué No. 2021/2”) (commitments in competition investigations), and the 2021 Regulation on the Settlement Procedure.

Most recently, Communiqué No. 2022/2 on the Amendment of Communiqué No. 2010/4 (the “Amendment Communiqué”) published on March 2022 and effective as of 4 May 2022, brought fundamental changes to the Turkish merger control system. In particular, it increased turnover thresholds for mandatory merger control filings and introduced exemptions for transactions involving undertakings active in certain priority sectors such as digital platforms, software, fintech, biotechnology, and health technologies.

1.1.2. Which transactions fall within the scope of merger control rules?

The Amendment Law revised Article 7 of the Law No. 4054 by introducing the significant impediment to effective competition (“SIEC”) test, which closely mirrors the standard applied under the EU Merger Regulation (“EUMR”). Pursuant to this amendment, the Authority is empowered to prohibit not only transactions that may lead to the creation or strengthening of a dominant position, but also those that could otherwise result in a significant impediment to effective competition in the market.

The scope of notifiable transactions is set out under Article 5 of Communiqué No. 2010/4. According to this provision, transactions that fall within the notification obligation include:

• mergers between two or more undertakings; and
• acquisitions whereby one or more undertakings, or persons already controlling at least one undertaking, acquire direct or indirect control over all or part of one or more undertakings, through mechanisms such as the purchase of assets, shares (in whole or in part), agreements, or any other instruments.

However, Article 6 of Communiqué No. 2010/4 explicitly excludes certain categories of transactions from the notification obligation and, consequently, from the scope of Article 7 of the Law No. 4054. These exceptions are as follows:

• intra-group transactions, as well as other transactions that do not result in a change of control;
• the temporary acquisition of securities for the purpose of resale by undertakings whose ordinary course of business is the trading of such securities on their own behalf or on behalf of others, provided that the voting rights associated with the securities are not exercised in a manner affecting the competitive policies of the issuing undertaking;
• acquisitions carried out by public institutions or organizations under the mandate of law for purposes such as liquidation, winding up, insolvency, cessation of payments, concordat, or privatization; and
• acquisitions by way of inheritance, as envisaged under Article 5 of Communiqué No. 2010/4.

Further amendments to the Turkish merger control regime were introduced by Communiqué No. 2017/2, which modified Communiqué No. 2010/4. Among its most notable changes, Article 1 of Communiqué No. 2017/2 abolished Article 7(2) of Communiqué No. 2010/4, which had previously required the Board to re-determine the jurisdictional turnover thresholds every two years. As a result of this amendment, the Board no longer bears a statutory duty to periodically review or re-establish turnover thresholds. Accordingly, there is no longer a fixed timeline for updating the thresholds under Article 7(1) of Communiqué No. 2010/4.

In addition, Article 2 of Communiqué No. 2017/2 revised Article 9(5) of Communiqué No. 2010/4, expanding the Board’s discretion to evaluate certain transactions collectively. Specifically, the Board may now treat multiple transactions realized by the same undertaking in the same relevant product market within a three-year period as a single transaction. Likewise, two separate transactions carried out between the same persons or parties within a three-year timeframe may also be assessed as a single concentration.

1.1.3. What types of joint ventures fall within the scope of merger control rules?

Pursuant to Article 5(3) of Communiqué No. 2010/4, joint ventures are subject to notification and the approval of the Board. For a joint venture to qualify as a concentration under merger control rules, it must be structured as a full-function joint venture and meet two cumulative conditions:

• the existence of joint control in the joint venture; and
• the establishment of the joint venture as an independent economic entity operating on a lasting basis.

In addition to these requirements, even where a joint venture meets the full-function standard, it should not have as its object or effect the restriction of competition among or between the parties and the joint venture itself. This principle derives from Article 4 of the Law No. 4054, which prohibits restrictive agreements. Where the parent undertakings of a joint venture are active in the same market, or in upstream, downstream, or neighbouring markets as the joint venture, the arrangement may give rise to coordination between otherwise independent undertakings, thereby restricting competition within the scope of Article 4 of the Law No. 4054.

Where a joint venture is determined to be non-full-function, such joint ventures are not subject to the merger control filing obligation. Nevertheless, they may still fall under the prohibition of restrictive agreements under Article 4 of the Law No. 4054. In such circumstances, the parties may perform a self-assessment individual exemption test under Article 5 of the Law No. 4054 to determine whether the joint venture qualifies for an individual exemption. The conditions for exemption under Turkish law are very similar to, if not the same as, the EU regime. Filing for an individual exemption is not a mandatory obligation for the parties; rather, it is a procedural option available to them should they wish to seek legal certainty.

1.1.4. How is ‘control’ defined, and do non-controlling minority and other interests fall within the merger control rules?

The concept of control is defined in Article 3 of the EUMR and is similarly reflected in Turkish merger control legislation. According to Article 5(2) of Communiqué No. 2010/4, control may arise through rights, agreements, or any other means which, either individually or jointly, and whether de jure or de facto, confer the ability to exercise decisive influence over an undertaking. Such rights or agreements typically enable decisive influence by granting ownership or usage rights over all or part of the assets of an undertaking, or by conferring the ability to determine the composition or decisions of the undertaking’s governing bodies.

Article 5(2) of the Communiqué further establishes a presumption of control. Accordingly, control shall be deemed acquired not only by persons or undertakings holding such rights, or entitled to them under the relevant agreements, but also by those who, despite not being formal holders of such rights, possess de facto power to exercise them.

In practice, and similar to the EU regime, any merger or acquisition that results in a change of control is subject to notification and approval by the Board. Control is broadly understood as the right to exercise decisive influence over an undertaking’s strategic business decisions or its day-to-day management, whether exercised formally (de jure) or in practice (de facto). Consequently, minority or other interests that do not entail a change in control do not trigger a notification requirement.

That said, if minority interests are accompanied by veto rights or certain other rights that enable their holders to influence the management (for example, through privileged shares granting governance powers) the acquisition may be regarded as effecting a change of control (such as from sole to joint control). In such cases, the transaction may trigger a mandatory filing requirement.

1.2. Transactions subject to merger control legislation

1.2.1. What are the jurisdictional thresholds that trigger a notification requirement and may transactions below these thresholds nevertheless be reviewed?

Pursuant to the Amendment Communiqué, transactions are subject to mandatory notification before the Authority where at least one of the following turnover thresholds are met:

• the aggregate Turkish turnover of the transaction parties exceeds TL 750 million, and the Turkish turnover of at least two of the transaction parties each exceeds TL 250 million; or
• (i) the Turkish turnover of the transferred business or assets in acquisitions exceeds TL 250 million, and the worldwide turnover of at least one of the other parties to the transaction exceeds TL 3 billion; or (ii) the Turkish turnover of any of the parties in the merger exceeds TL 250 million, and the worldwide turnover of at least one of the other parties to the transaction exceeds TL 3 billion.

Furthermore, the Amendment Communiqué introduced a sector-specific threshold exemption. Under this provision, the local turnover threshold of TL 250 million does not apply to transactions where the acquired undertaking is active in, or assets relate to, the fields of digital platforms, software or gaming software, financial technology, biotechnology, pharmacology, agricultural chemicals, or health technology, if they:

• operate in the Turkish geographic market;
• carry out research and development (“R&D”) activities in the Turkish geographical market; or
• provide services to users located in Turkiye.

The Amendment Communiqué does not require a Turkish nexus in terms of the activities that trigger the threshold exemption. In other words, it is sufficient for the target company to operate in one of the specified fields anywhere in the world, provided that the target company:

• generates revenue from customers located in Turkiye;
• conducts R&D activities in Turkiye; or
• provides services to Turkish users, even in fields other than the listed ones.

The tests provided under Article 7(b) of the Law No. 4054 sets out two separate tests: Article 7(b)(i) applies exclusively to acquisition transactions (including full-function joint ventures), while Article 7(b)(ii) applies only to mergers.

If a transaction does not satisfy the applicable thresholds, it is not subject to notification. In addition, Communiqué No. 2010/4 does not require the existence of an affected market when determining whether a transaction triggers a filing obligation.

1.2.2. Is the filing obligation mandatory or voluntary? If mandatory, are there any exceptions to this obligation?

Once the thresholds are met, notification is mandatory under the Law No. 4054 and its secondary legislation, with no exceptions provided. The Turkish merger control regime does not recognise a de minimis exception or any other exemption, other than a certain type of merger in the banking sector. The Banking Law No. 5411 (“Banking Law”) provides that the provisions of Articles 7, 10 and 11 of the Law No. 4054 shall not be applicable on the condition that the sectorial share of the total assets of the banks subject to merger or acquisition does not exceed 20 per cent.

1.2.3. Are foreign-to-foreign mergers subject to notification and is there a local effects or nexus test?

Foreign-to-foreign mergers fall within the scope of the Law No. 4054 irrespective of whether the transaction parties have a Turkish nexus or generate turnover in Turkiye. In other words, the presence or absence of a Turkish nexus is not determinative for assessing whether a transaction is notifiable under the Turkish merger control regime—notification is required once the jurisdictional thresholds are met.

Furthermore, Communiqué No. 2010/4 clarifies that the existence of an “affected market” is not a prerequisite for determining notifiability. Nevertheless, the concept of an affected market plays an important role in the substantive competition analysis carried out by the Board and is also relevant in the preparation of the notification form.

In terms of joint venture transactions, the transaction could be subject to mandatory merger control notification in Turkiye, regardless of whether the joint venture has a Turkish nexus or generates any Turkish turnover. In other words, whether the joint venture has a Turkish nexus or not is not relevant for the notifiability analysis under the Turkish merger control regime. Provided the joint venture is a full-function joint venture and the jurisdictional thresholds provided under Article 7 of Communiqué No. 2010/4 are triggered, the relevant transaction would be subject to mandatory merger control in Turkiye. The Board’s precedents illustrate this approach as well (see Maccaferri/Prime Synthetic (6 March 2025, 25-09/205-104), Hunan Yunchu/Toyota Motor/Meiwa Corporation/Minmetals (6 March 2025, 25-09/209-107), Terminal Investment/Barcelona Europe South Terminal, S.A.U/Terminal Catalunya S.A. (6 February 2025, 25-04/109-62), HIG Capital/Thoma Bravo/Comptia (28 November 2024, 24-50/1123-481), Sentry/Xiamen/JV (22 August 2024, 24-34/838-357), Warner Bros/Walt Disney/Fox/Venu Sports (1 August 2024, 24-32/740-313).

1.2.4. Are there rules concerning foreign investment, special sectors or other required approvals?

Article 9 of Communiqué No. 2010/4 supplements the general rules on turnover calculation by introducing specific methodologies applicable to financial institutions. These special rules govern the calculation of turnover for banks, financial leasing companies, factoring companies, insurance companies, etc.

In addition, Banking Law No. 5411 provides that the provisions of Articles 7, 10 and 11 of the Law No. 4054 will not apply where the sectoral share of the total assets of the banks involved in a merger or acquisition does not exceed 20 per cent. Apart from this, Turkish competition law does not establish special rules for foreign investments.

As explained under 1.2.1., the Amendment Communiqué further introduced a sector-based threshold exemption.

2. NOTIFICATION AND CLEARANCE

2.1. Procedural framework

2.1.1. What are the statutory deadlines for submitting a filing? Are there penalties for failure to notify, and are such penalties enforced in practice?

Deadlines for filing

Law No. 4054 does not set a specific statutory deadline for filing. However, it is critical that a notifiable transaction must not be closed prior to receiving clearance decision from the Board.

Penalties for failure to notify or closing before clearance

Where parties to a merger or acquisition that is subject to the Board’s approval (i) close a notifiable transaction without the approval of the Board, or (ii) do not notify the notifiable transaction at all, an administrative monetary fine will be imposed on the acquirer in cases of acquisition, and on both merging parties in the case of a merger. This fine amounts to 0.1 per cent of the turnover generated in the financial year preceding the date of the fining decision. If this figure cannot be calculated, the turnover generated in the financial year closest to the date of the fining decision will be taken into account. Importantly, this sanction is applied irrespective of whether the Board’s review on the transaction.

The minimum fine is revised annually by way of a communiqué. For 2024, the minimum fine is TL 241,043 (effective as of 1 January 2025).

Invalidity of the Transaction

Another sanction of a legal nature is stipulated in Article 7 of the Law No. 4054 and Article 10 of Communiqué No. 2010/4. Under these provisions, if a notifiable merger or acquisition is not notified to and approved by the Board, it is legally invalid, together with all its associated legal consequences.

Termination of Infringement and Interim Measures

Article 9(1) of the Law No. 4054, introduced by Law No. 7246 amending the Law No. 4054 states that, should the Board find any infringement of Article 7, it shall notify the parties concerned through a resolution of the behaviour that should be followed or avoided to establish competition, and of structural remedies, such as the transfer of certain activities, shareholdings or assets.

This provision requires the Board to first consider behavioural remedies. Only if such remedies are deemed ineffective, the Board will impose structural remedies. Undertakings are obliged to comply with structural remedies within a minimum period of six months.

Termination of Transaction and Turnover-Based Monetary Fines

Where a notifiable transaction is closed without notification and, following its substantive review, the Board concludes that the transaction significantly impedes effective competition within the meaning of Article 7, the undertakings may face fines of up to 10 per cent of their turnover generated in the financial year preceding the date of the fining decision (or, if not calculable, the closest financial year thereto).

In addition, managers or employees who played a decisive role in creating the violation may be subject to fines of up to 5 per cent of the fine imposed on the relevant undertaking.

In calculating fines, the Board takes into account a range of factors, including whether the infringement is repeated, its duration, the market power of the undertakings involved, their decisive influence in the realization of the infringement, compliance with commitments, whether the undertakings assisted the examination and the seriousness of the harm caused or likely to be caused.

Beyond monetary penalties, the Board is authorized to:

• take all necessary measures to terminate the transaction;
• remove all de facto legal consequences of unlawful conduct; and
• restore shares and assets, where possible, to the entities that owned these shares or assets before the transaction or, if such a measure is not possible, assign these to third parties and forbid participation in control of these undertakings until this assignment takes place, and take all other necessary measures in this regard.

Sanctions for Foreign-to-foreign mergers

• The foreign-to-foreign character of a transaction does not, in itself, preclude the imposition of administrative monetary fines. Sanctions may be applied both for breach of the suspension requirement and for infringements of Article 7 of the Law No. 4054, irrespective of whether the parties have a Turkish nexus, generate turnover in Turkiye, or whether an affected market exists.
• For instance, in the Sims Metal/Fairless (16 September 2009, 09-42/1057-269), both parties were engaged solely in exports to Turkiye. Nevertheless, the Board imposed an administrative fine on Sims Metal East LLC (the acquirer) under the first paragraph of Article 16 of the Law No. 4054, amounting to 0.1 per cent of the company’s worldwide turnover in the 2009 fiscal year, on the basis that the transaction had been closed without prior approval.
• The Board has followed the same approach in several subsequent cases. In Longsheng (2 June 2011, 11-33/723-226), LHRH Systems Holding/Haymarine VIC (17 June 2010, 10-44/762-246), and CDHA Canada Inc. (7 July 2010, 10-49/949-332), the Board imposed turnover-based fines for breaches of the suspension requirement in foreign-to-foreign transactions.
• Article 10 of Communiqué No. 2010/4 provides that a transaction is deemed to be realized (i.e., closed) on the date on which the change in control takes place. It remains uncertain whether this provision may eventually be interpreted by the Authority as permitting the parties to a notifiable transaction to implement a carve-out of the Turkish jurisdiction through a hold-separate arrangement.
• The Board’s approach to date has been restrictive. For example, in Total M (20 December 2006, 06-92/1196-355) and CDH Inc/Rnco Limited (1 February 2007, 07-11/71-23), the Board held that the mere act of closing a transaction is sufficient to constitute a violation of the suspension requirement and to justify the imposition of fines. The Board further emphasized that a separate analysis of whether the change in control had any actual effect in Turkiye is unnecessary for establishing an infringement.

Where the information provided in the notification form is incorrect or incomplete, the filing will be deemed to have been filed only as of the date on which the information is completed and submitted in response to the Board’s request.

In cases where undertakings, associations of undertakings, or their members submit incorrect or misleading information in a notification filed for merger clearance, exemption, or negative clearance, the Authority is empowered to impose an turn-
over-based administrative fine of 0.1 per cent of the turnover generated in the financial year preceding the date of the fining decision (or, if not calculable, the turnover from the nearest financial year) on undertakings, associations of undertakings, and their members where incorrect or misleading information is submitted.

2.1.2. Who is responsible for making the filing and is there a requirement to pay filing fees?

Under the Turkish merger control regime, a filing can be made by either jointly by the parties to the transaction or unilaterally by one of them. Where a filing is made by only one of the parties, the notifying party should inform the other party of the submission.

No filing fee is required under the Turkish merger control regime.

2.1.3. How long are the review periods, and is the implementation of the transaction suspended until clearance?

Following its preliminary review of a notification (Phase I), the Board will decide either to approve the transaction or to initiate an investigation (Phase II). The Board notifies the parties of its decision within 30 calendar days upon receiving a complete filing. If no notification is communicated within this period, the transaction is deemed approved through the implied approval mechanism introduced under Article 10(2) of the Law No. 4054.

The Authority is entitled to issue written information requests directed at the parties, other entities related to the transaction, or third parties such as competitors, customers, or suppliers. Any such request for additional or missing information will cut the review period, which restarts as a new 30-calendar-day period upon the submission of the requested information.

Where a notification gives rise to a Phase II investigation, the procedure transforms into a full-fledged investigation. Such investigations last up to six months. The Board may extend the review period once, for an additional period of up to six months, if necessary.

2.1.4. Is there a fast-track procedure available for obtaining clearance?

Neither the Law No. 4054 nor Communiqué No. 2010/4 provides for a fast-track or simplified procedure to expedite the clearance process. Other than maintaining close contact and follow-up with the case handlers assigned to the file, the notifying parties have no procedural tools available to accelerate the Authority’s review.

2.2 Public takeovers

2.2.1. Are there any special rules governing merger control in the context of public takeover bids?

The notification procedure applicable to privatization tenders deviates from that of standard merger control filings. In this respect, the Board’s Communiqué No. 1998/4 was repealed and replaced by Communiqué No. 2013/2 on the Procedures and Principles to be Pursued in Pre-Notifications and Authorization Applications to be Filed with the Authority for Acquisitions via Privatization to Become Legally Valid (“Communiqué No. 2013/2”).

Pursuant to Communiqué No. 2013/2, where the turnover of the undertaking, asset, or service production unit to be privatized exceeds TL 250 million, it is mandatory to submit a pre-notification to the Authority prior to the public announcement of the tender and to obtain the Board’s opinion.

Furthermore, for acquisitions realized through privatization that are subject to pre-notification, clearance from the Board is also a mandatory condition for the transaction’s legal validity. In such cases, the application should be submitted by all winning bidders after the tender has concluded but before the Privatization Administration adopts its final decision on the acquisition.

2.3 Documentation

2.3.1. To what extent must a filing be detailed, and what are the consequences for submitting false or incomplete information?

The Amendment Communiqué introduced a more sophisticated notification form, modelled on the European Commission’s Form CO.

The Amendment Communiqué replaced the existing template with a new sample notification form designed to facilitate the submission of filings entirely through e-Devlet, Turkiye’s web-based digital government platform. The revised form substantially expands the scope of information required from notifying parties. In particular, it requests detailed data on the global relevant product markets in which the parties operate, information on globally overlapping activities and market-sharing data concerning the overlapping activities, as well as data relating to supply and demand structures, import levels, potential competition, and expected efficiencies.

Where the transaction gives rise to an affected market or markets in Turkiye, the notifying parties should also provide information on import conditions, supply and demand structures, market entry conditions, potential competition, and possible efficiency gains.

The form also requires the number of supporting documents. These include executed copies (or, where applicable, current drafts together with sworn Turkish translations) of key transaction documents, annual reports, balance sheets of the parties, detailed organizational structure charts, and—if available—market research reports relevant to the affected market(s). Since each request by the Board for missing or incomplete information suspends the review period and restarts the statutory timetable, it is in the parties’ best interest to provide complete, detailed, and substantiated information from the outset.

In cases where undertakings, associations of undertakings, or their members submit incorrect or misleading information in a notification filed for merger clearance, exemption, or negative clearance, the Authority is empowered to impose an administrative monetary fine. This fine is turnover-based and set at 0.1 per cent of the turnover generated in the financial year preceding the date of the fining decision (or, if not calculable, the closest financial year thereto). The fine may be imposed on natural persons or legal entities that qualify as an undertaking or as an association of undertakings, as well as the members of those associations in case incorrect or misleading information is provided by the undertakings or associations of undertakings.

3. SUBSTANTIVE ASSESSMENT

3.1. Substantive test

3.1.1. What substantive test is used to grant clearance?

The substantive test applied in Turkiye is the significant impediment to effective competition (SIEC) test, set out under Article 9(1) of the Law No. 4054. This standard was introduced by Law No. 7246, which amended the Law No. 4054, and it mirrors the approach adopted under the EU Merger Regulation. Under the SIEC test, the Authority is empowered to prohibit not only concentrations that may create a dominant position or strengthen an existing dominant position, but also those that, without necessarily establishing dominance, could nonetheless significantly impede effective competition in the market.

With respect to concentrations that create or strengthen a dominant position, Article 3 of the Law No. 4054 provides a statutory definition of “dominant position.” It is described as a position held by one or more undertakings in a given market which enables them to act independently of competitors and purchasers when determining key economic parameters, such as production volume, distribution, pricing, and supply.

The Guidelines on the Assessment of Exclusionary Conduct by Dominant Undertakings (“Guidelines on Exclusionary Conduct”) set out in greater detail how dominance is to be assessed. They clarify that a 40 per cent market share threshold serves only as a presumptive indicator of potential dominance and therefore it does not automatically establish a dominant position. In this regard, the Guidelines on Exclusionary Conduct note that the Board examines a wider set of market characteristics that may either amplify or mitigate the competitive significance of high market shares and concentration levels. Examples of such factors include:

• the competitors’ capacity to expand production in response to price increases;
• the merged entity’s capacity to restrict or hinder the growth of its competitors;
• the presence of countervailing buyer power; and
• the existence of potential competition or the absence of barriers to entry.

Finally, it is important to note that the application of the SIEC test does not vary by sector; it is a uniform standard across all industries subject to merger control in Turkiye.

3.1.2. Does a distinct substantive test apply to joint ventures?

In practice, the Board has consistently applied the full-function test when determining whether a joint venture meets the requirement of being an independent economic entity. Where the assessment shows that the transaction creates a full-function joint venture under these criteria, the Board then proceeds to evaluate the transaction under the significant impediment to effective competition (“SIEC”) test.

Moreover, the Turkish merger control regime contains a specific section in the notification form designed to collect information for assessing whether the joint venture is likely to result in coordination between the parties. In this regard, Article 13(III) of Communiqué No. 2010/4 provides that the Board will conduct an individual exemption review in respect of notified joint ventures which, although established as independent and economic units on a lasting basis , nonetheless have as their object or effect the restriction of competition among the parties or between the joint venture and parties. The wording of the standard notification form itself is structured to enable such an evaluation.

3.2. Theories of harm

3.2.1. What are the ‘theories of harm’ that the authorities will investigate?

Under the Turkish merger control regime, unilateral effects have been the predominant criterion in the Authority’s assessment of mergers and acquisitions. However, there have been exceptional cases in which the Board addressed coordinated effects under a joint dominance framework and reached its decision on that basis. A notable example is the Lesaffre/Dosu Maya (15 December 2014, 14-52/903-411). In this case, the Board assessed the acquisition of full control over Dosu Maya by Lesaffre. While the transaction did not raise concerns in the dry yeast market, the Board found that in the fresh yeast market the merger would significantly increase market concentration and alter the oligopolistic structure in a way that facilitated coordination among a few remaining players. The Board emphasized factors such as high market shares, structural characteristics of the market (homogeneity of the product, stable demand, low buyer power, and importance of distribution networks), and barriers to entry. Consequently, the Board concluded that the transaction would give rise to joint dominance and coordinated effects leading to a significant lessening of competition.

In that case, the Board conducted an assessment of the coordinated effects likely to arise from the concentration and determined that the transaction would give rise to joint dominance in the relevant market. The Board based its conclusion on several factors, including structural links among the undertakings operating in the market, evidence of past coordination, the presence of entry barriers, the degree of market transparency, and the characteristics of demand. It ultimately concluded that the factory sales in question would enable certain undertakings to establish joint dominance, resulting in a significant lessening of competition.

The decision was subsequently appealed to the Council of State, which ruled that the Law No. 4054 prohibited only single-firm dominance and not collective dominance. On this basis, the Council of State stayed the execution of the Board’s decision.

To date, no transaction has been prohibited on the grounds of vertical foreclosure or conglomerate effects, and Turkish decisional practice contains only limited discussion of these theories of harm. Nevertheless, in the Toyota/Drive (6 April 2017, 17-12/143-63), the Board carried out an in-depth assessment of conglomerate effects. This was a significant development, as the Board had not previously focused on conglomerate concerns, despite the fact that these were an important topic for the European Commission in the same period (see Qualcomm/NXP and Bayer/Monsanto (18 April 2019, 19-16/231-103)).

The transaction involved Toyota’s acquisition of sole control over Drive. Although the parties argued that there was no affected market, given the absence of horizontal or vertical overlaps in Turkiye, the Board determined that the transaction would nonetheless create a conglomerate concentration, since the parties’ activities were complementary and substitutable. The Board reasoned that foreclosure of competitors could occur through unilateral practices such as tying, bundling, or other exclusionary conduct, and emphasized that in assessing conglomerate effects, both the incentive and the ability to foreclose, alongside market shares, had to be carefully examined. Following its review, however, the Board concluded that the market shares of the parties and the structure of the two relevant product markets did not provide sufficient market power to enable foreclosure, and it therefore granted unconditional clearance to the transaction.

Similarly, in the Luxottica/Essilor (1 October 2018, 18-36/585-286), the Board examined whether Luxottica’s market power in sunglasses and optical frames could be leveraged into the market for ophthalmic lenses. The Board ultimately cleared the transaction subject to structural commitments, marking another instance where conglomerate effects were considered in detail.

Overall, the introduction of the SIEC test under Article 9(1) of the Law No. 4054 by the Amendment Law has reinforced the analytical framework by enabling a more reliable assessment of both unilateral and coordinated (cooperative) effects. The test shifts the focus toward examining whether, and to what extent, effective competition would be impeded as a result of a transaction, thereby broadening the substantive standard beyond the earlier dominance-based approach.

3.3. Non-competition issues

3.3.1. What role do non-competition factors play in the review process?

In Turkiye, mergers and acquisitions are examined on the basis of competition law criteria, rather than public interest considerations or broader industrial policy objectives. The Authority enjoys both financial and administrative autonomy and is independent in the performance of its functions. In line with Article 20 of the Law No. 4054, no organ, authority, entity or individual may give orders or directives with the aim of influencing the final decisions of the Board.

3.4. Economic efficiencies

3.4.1. What role do economic efficiencies play in the review carried out by the authority?

Efficiencies arising from a concentration can be of particular significance in the Board’s substantive review, especially in cases where the parties’ activities overlap in Turkiye, irrespective of their combined market shares. In contrast with the previous sample notification form, the revised form introduced by the Amendment Communiqué requires parties to complete the relevant sections on efficiencies without exception. Parties can no longer omit those sections simply because their market shares in the affected markets fall below a certain level.

The Board may consider efficiencies where they act as a pro-competitive factor, contributing to improved production quality or significant cost savings. Illustrative examples include reduced product development costs through integration and decreases in procurement and production expenses.

4. REMEDIES AND ANCILLARY RESTRAINTS

4.1. Regulatory powers

4.1.1. Which powers may the authorities exercise to block or otherwise intervene in a transaction?

The powers of the Board during the investigation process are extensive.

Under Article 9 of Law No. 4054, if the Board determines that Articles 4, 6 or 7 have been infringed, it may adopt a decision notifying the relevant undertaking(s) or associations of undertakings of the actions to be taken or avoided in order to restore competitive conditions and reinstate the situation that existed prior to the infringement. In doing so, the Board may also express its opinion on the measures to be adopted, including behavioural or structural remedies.

Further, Article 9(1) of the Law No. 4054, as amended by Law No. 7246, establishes a remedy hierarchy: behavioural measures must be considered first, and only where these prove insufficient will the Board resort to structural remedies in addressing violations of Article 7.

Where the Board prohibits a merger or acquisition, such a transaction is deemed legally invalid, and the relevant agreements or documents are rendered unenforceable, even if the closing has already occurred without clearance. Pursuant to Article 13(5) of Communiqué No. 2010/4, authorization granted by the Board extends to restrictions that are directly related and necessary to the implementation of the transaction. The principle, however, is that the parties themselves should assess whether the restrictions envisaged in connection with the merger or acquisition go beyond what is permissible within this framework.

In addition, Articles 13(4) and 14(2) of Communiqué No. 2010/4 empower the Board to attach conditions and obligations to its authorization decisions to ensure that the commitments offered by the parties are properly implemented.

The Board also retains the right to re-examine a clearance decision at any time. If it determines that clearance was obtained through the provision of incorrect or misleading information, or where the parties fail to comply with the obligations imposed in the decision, the Board may revoke clearance, prohibit the transaction, and impose monetary sanctions.

4.2. Remedies and conditions

4.2.1. Can competition concerns be remedied, for instance through divestment or behavioural remedies?

The Board has the authority to grant conditional approvals to mergers and acquisitions. In such cases, the transaction may be implemented on the condition that the parties adopt the measures deemed appropriate by the Board and comply with the obligations imposed.

In practice, the parties may also submit divestment, licensing, or behavioural commitments in order to address potential competition concerns identified by the Board. The use of such commitments has been increasingly common and may either be incorporated into the transaction documents themselves or offered during the Board’s review process or in the course of an investigation.

While the parties are permitted to complete the transaction prior to the full implementation of the remedies, the merger will only acquire legal validity once the remedies have been duly complied with.

4.2.2. What are the key requirements and time-related factors governing a divestment or other remedy?

In practice, the structure and substance of divestiture remedies may differ considerably.

The Guidelines on Remedies that are Acceptable by the Turkish Competition Authority in Merger/Acquisition Transactions (“Guidelines on Remedies”) prescribe the procedural framework and conditions and require the notifying parties to provide detailed information on how the proposed remedies will be implemented and how they will effectively address the competition concerns identified.

Remedy proposals may be submitted to the Board during either the preliminary review stage (“Phase I”) or the in-depth investigation stage (“Phase II”). While remedies may be offered in Phase I, the notification will be considered formally filed only as of the date on which the commitments are submitted.

In any event, the parties should submit a signed version of the remedies, including comprehensive details on their scope and implementation, along with a separate summary. The Guidelines on Remedies also provide a standard form listing the information and documents that should accompany a remedy submission.

4.2.3. What is the authority’s past practice regarding the remedies in foreign-to-foreign mergers?

The Board has, on several occasions, accepted remedies or commitments, most commonly divestments, that were either proposed to or imposed by the European Commission, where such commitments were deemed sufficient to address competition law concerns in Turkiye (see Agilent/Varian (15 February 2010,10-15/212-82), Cookson/Foseco (20 March 2008, 08-25/254-83), Bayer/Monsanto (8 May 2018, 18-14/261-126), Synthomer (6 February 2020, 20-08/90-55), EssilorLuxottica / Hal Holding (10 June 2021; No. 21-30/395-199), Museİ (8 September 2022, 22-41/561-225), Willis / Aon, (24 Feburary 2022, 21-35/503-246) Harris / L3 ( 18 April 2019, 19-22/327-145) and Honeywell / Civitanavi Systems (15 August 2024, 24-33/808-342)).

4.3. Ancillary restrictions

4.3.1. Under what circumstances are related arrangements (ancillary restrictions) covered by the clearance decision?

The criteria for qualifying a restriction as an ancillary restraint under Turkish merger control are identical to those applied in EU competition law. Accordingly, a restriction, such as a non-compete obligation should be directly linked to and necessary for the concentration, apply only to the parties involved, and remain proportionate in scope. For example, a restriction may be deemed ancillary if its nature, geographic scope, subject matter, and duration are narrowly tailored to what is required to safeguard the legitimate interests of the parties to the notified transaction.

In this context, the Board’s approval decision will be considered to extend only those restraints that are directly related and necessary to the concentration (such as non-compete, non-solicitation, and confidentiality clauses). This approach enables the parties to undertake a self-assessment of the ancillary status of their restrictions, while relieving the Board from the need to address such matters in a separate section of its decision.

However, where the ancillary restrictions do not satisfy the relevant criteria, the parties may still be exposed to scrutiny under Articles 4, 5, and 6 of the Law No. 4054, which govern restrictive agreements, exemptions, and abuse of dominance, respectively.

5. INVOLVEMENT OF OTHER PARTIES OR AUTHORITIES

5.1. Third-party involvement and rights

5.1.1. What role do customers and competitors play in the review process and what rights are granted to complainants?

Pursuant to Article 14 and 15 of Communiqué No. 2010/4, the Board is empowered to request information from third parties, including customers, competitors, suppliers of the parties, and other persons connected to the merger or acquisition. In addition, under Article 11(2) of Communiqué No. 2010/4, where legislation requires the Turkish Authority to seek the opinion of another public authority, the review period is interrupted and recommences from day one.

Furthermore, third parties, such as customers, competitors, and other relevant persons, with a legitimate interest may take part in a hearing convened by the Board during the course of the investigation.

5.2. Publicity and confidentiality

5.2.1. How is the review process communicated to the public and what measures are in place to protect commercial information, including business secrets, from disclosure?

Communiqué No. 2010/4 puts forward a mechanism under which the Authority announces notified transactions on its official website, disclosing only the names of the undertakings concerned and their commercial activities. Accordingly, once a transaction is notified, its existence no longer confidential.

If the Board determines to hold a hearing during an investigation, hearings are, as a rule, open to the public. However, the Board may order that a hearing be conducted in private to protect public morality or trade secrets.

The protection of confidential business information is governed primarily by Article 25(4) of Law No. 4054 and Communiqué No. 2010/3 on the Regulation of the Right to Access to File and the Protection of Commercial Secrets, enacted in April 2010 (“Communiqué No. 2010/3”). Under this framework, the responsibility of identifying and justifying confidential information rests with the undertakings. Requests for confidentiality should be made in writing and should demonstrate why the information or documents qualify as commercial secrets. While the Board retains the discretion to evaluate confidentiality claims ex officio, the general presumption is that information not expressly marked and justified as confidential will be treated as non-confidential.

Final decisions of the Board are published on the Authority’s website after confidential information has been redacted. Nevertheless, Article 15(2) of Communiqué No. 2010/3 provides that confidentiality requests may be disregarded if the information in question is indispensable as evidence to establish an infringement of Law No. 4054. In such circumstances, the Authority may disclose information that would otherwise qualify as trade secrets, provided that it balances public and private interests and applies the principle of proportionality.

5.3. Cross-border regulatory cooperation

5.3.1. To what extent does the authority engage in collaboration with antitrust authorities in other jurisdictions?

Article 43 of Decision No. 1/95 of the European Economic Community–Turkiye Association Council (“Decision No. 1/95”) empowers the Authority to notify and request the Directorate-General for Competition of the European Commission to adopt appropriate measures where transactions carried out within the EU adversely affect competition in Turkiye. This provision establishes reciprocal rights and obligations between the EU and Turkiye, thereby also granting the European Commission the authority to request the Authority to take measures aimed at restoring competition in relevant markets.

In practice, however, the European Commission has shown reluctance to share evidence or arguments with the Authority, even in cases where such cooperation has been explicitly requested.

Beyond the EU framework, the Authority maintains extensive cooperation with other antitrust agencies worldwide. It has entered into numerous bilateral agreements and regularly organizes training and exchange programs. Recent programs have been conducted for members of the Competition Commission of Pakistan, senior officials of the National Agency of the Kyrgyz Republic for Antimonopoly Policy and Development of Competition, officials from the Mongolian Agency for Fair Competition and Consumer Protection, and members of the competition authority in Northern Cyprus. Similar capacity-building initiatives have also been pursued in cooperation with the antitrust authorities of Azerbaijan, Uzbekistan and Ukraine under bilateral agreements.

The Authority’s website provides details of its cooperation agreements. It has signed memorandums of understanding with Austria, Bosnia and Herzegovina, Bulgaria, Croatia, Egypt, Mongolia, Portugal, Romania, Russia, South Korea, and the Turkish Republic of Northern Cyprus. In addition, memorandums of cooperation have been concluded with Albania, Azerbaijan, Georgia, Kazakhstan, Kosovo, Kyrgyzstan, Libya, Morocco, North Macedonia, Peru, Serbia, Tunisia and Ukraine. Also, on 4 September 2024, a cooperation protocol was signed between our Authority and the Egyptian Competition Authority and on 10 September 2024, a Cooperation Protocol was signed between the Authority and the Malaysia Competition Commission.

In terms of multilateral initiatives, since 2019 the Authority has co-hosted the Istanbul Competition Forum with the United Nations Conference on Trade and Development (“UNCTAD”), which serves as a platform for discussing key and emerging competition law issues. It also actively participates in projects of the The Organization for Economic Co-operation and Development (“OECD”), UNCTAD, the International Competition Network (“ICN”), the World Trade Organization and the World Bank. Moreover, through its collaboration with the Statistical, Economic and Social Research and Training Centre for Islamic Countries (“SESRIC”), a body operating under the Organization of Islamic Cooperation, the Authority delivers technical assistance and training for competition agency personnel in Islamic countries that have newly enacted competition legislation.

On 23 January 2024, the Competition Council of Turkic States was established, with Kazakhstan, Kyrgyzstan, Azerbaijan, Uzbekistan, the Turkish Republic of Northern Cyprus, Hungary and Turkiye as founding members.

Between 2021 and 2024, the Authority participated in a wide range of international programs, including:

• UNCTAD Intergovernmental Group of Experts on Consumer Protection Law and Policy (2022, 2023 and 2024);
• OECD meetings, including the OECD Competition Committee and its Working Party No. 2 on Competition and Regulation and Working Party No. 3 on Cooperation and Enforcement (Paris, 10–14 June 2024; 4–6 December 2024), as well as the 23rd OECD Global Forum on Competition (Paris, 2–3 December 2024);
• Written contributions and interviews for the In-Depth Evaluation of the Competition Committee Report 2024, which assessed the OECD Competition Committee’s impact on competition policy and enforcement;
• GVH–OECD Regional Centre for Competition (RCC) training on Fighting Bid-Rigging in Public Procurement (Budapest, 14–16 May 2024);
• ICN Advocacy Workshop (Nairobi, 22–23 February 2024);
• The 2024 ICN Annual Conference (Sauipe, Brazil, 14–17 May 2024), co-organized with CADE;
• Launch of the Balkan Competition Platform, initiated by the Authority and held in Istanbul (30 September 2024), with the participation of senior representatives from Albania, Bosnia and Herzegovina, Bulgaria, Montenegro, Kosovo, North Macedonia, Romania, Greece, and Hungary (guest of honor);
• The International Roundtable on Antimonopoly Regulation in the Digital Economy (Kazan, 9–11 April 2024, hosted by the Russian FAS);
• The Central Asia Competition Forum 2024 (Almaty, 25–26 April 2024);
• IMF Article IV Consultation meetings (Ankara, Ministry of Treasury and Finance, 6 June 2024).

As of September 2025, the Authority had not yet published its Annual Activity Report for 2025.

6. APPEAL

6.1. To what extent can decisions be appealed or subjected to judicial review?

Pursuant to Law No. 6352 on Amendments to Certain Laws for the Purpose of Enhancing Judicial Services and the Postponement of Trials and Penalties for Crimes Committed Through the Press and Publications., which entered into force on 5 July 2012, administrative sanctions imposed by the Board may be challenged before the administrative courts in Ankara. Parties seeking judicial review must file an appeal within 60 days of receiving the Board’s reasoned decision. As the Board’s decisions are classified as administrative acts, legal challenges must be pursued in accordance with the Administrative Procedural Law.

Under Article 27 of the Administrative Procedural Law, the filing of an administrative action does not automatically suspend the execution of the Board’s decision. However, the court may, upon the plaintiff’s request and with adequate justification, grant a stay of execution if (i) enforcement of the decision risks causing irreparable harm, and (ii) the decision appears highly likely to be unlawful.

Judicial review process consists of three-tier appellate system:

• Administrative courts (first instance),
• Regional courts of appeal (intermediate appellate courts), and
• The High State Court (final review).

Regional courts examines competition cases both on procedural and substantive grounds, reviewing the entire case file and issuing judgments based on the merits. Decisions of the regional courts are, in turn, subject to review by the High State Court, but only in exceptional circumstances expressly provided for under Article 46 of the Administrative Procedural Law.

6.2. What is the standard period allowed for filing an appeal or judicial review?

The period for filing an appeal to the Council of State against the final decisions of the Board is 60 days, calculated from the date of receipt of the Board’s reasoned decision. Judicial review proceedings before the administrative courts in Ankara typically last between 8 and 12 months.

Once the proceedings before the administrative courts are concluded, parties may lodge an appeal against the administrative courts’ decision before the regional courts of appeal. Such appeal requests should be submitted within 30 calendar days of the official service of the reasoned decision of the administrative court.

In contrast, decisions rendered in private suits are appealable before the Supreme Court of Appeals. These appeals are governed by the general procedural laws, and the appellate process generally lasts 24 to 30 months.

7. ENFORCEMENT PRACTICE, TRENDS AND FUTURE DEVELOPMENTS

7.1. How does the recent enforcement record look, and what are key concerns is the authority focusing on now?

According to the Merger and Acquisition Status Report 2024 and Annual Report of the Authority 2024, the Board reviewed 311 transactions in total. Out of these, 274 transactions were approved unconditionally, and notably, none of the notified transactions were rejected during 2024. A further 29 transactions were found to fall outside the scope of the merger control regime, either because the turnover thresholds were not met or because there was no change in control. As of the reporting date, 2 concentration remains under Phase II review.

The Authority continues to devote particular scrutiny to transactions relating to strategic sectors including infrastructure services, IT, automotive, programming and broadcasting, financial services, construction, telecommunications, and energy.

Statistical data for 2024 reveals that the IT technologies and platform services sector accounted for 71 notifications. These were followed by infrastructure services with 32 notifications. Annual sector reports published by the Authority further highlight these concentration trends.

The Authority also pays special attention to cement and aviation markets, which are consistently monitored with heightened scrutiny. A number of investigations remain ongoing in the cement sector, and in line with its sensitivity towards construction materials markets, the Authority has investigated areas such as construction iron, aerated concrete blocks, and ready-mixed concrete, imposing fines on offenders. Given the persistent concerns over high levels of concentration, it is reasonable to anticipate close examination of notifications concerning future concentrations in construction materials markets.

A key development was the entry into force of the Regulation on Fines to Apply in Cases of Agreements, Concerted Practices and Decisions Limiting Competition and Abuse of Dominant Position (“Amended Regulation on Fines”), which was entered into force on 27 December 2024, replacing the version in force since 2009. The Amended Regulation on Fines provides detailed rules on calculating monetary fines and removes the previous distinction between “cartel” and “other violations” in setting base fines. Instead, the base fine, up to 10 per cent of the undertaking’s turnover, is now determined primarily by the severity of the actual or potential harm, the nature of the violation (e.g., naked or hard-core), and its duration.

7.2. What major cases, rulings and judgments took place in the past year?

Noteworthy merger control decisions of the past year are set out below:

• VMware/Broadcom (18 July 2024, 24-30/707-296): The Board examined Broadcom’s acquisition of VMware ex officio under Article 11 of Law No. 4054. While it did not find any overlaps in Turkiye and cleared the transaction on substantive grounds, the Board imposed an administrative monetary fine of 0.1 per cent of Broadcom’s 2023 Turkish turnover for implementing the transaction prior to clearance.
• Kariyernet/Brotek (4 June 2024, 24-24/556-236): The Board assessed horizontal overlaps in candidate management systems software and vertical concerns arising from Kariyer.net’s online recruitment services and Brotek’s software activities. To address risks of foreclosure, Kariyer.net offered behavioural commitments for three years, which were accepted, and the transaction was cleared.
• Param/Kartek (27 December 2024, 24-56/1241-531): The Board identified overlaps in payment infrastructure services and potential vertical concerns relating to data security and foreclosure risks. To mitigate these, Param committed to organizational and data firewalls, technical safeguards, and non-discrimination obligations. Clearance was granted subject to these commitments.
• Liderform/Doğan Portal (27 June 2024, 24-27/652-271): The Board raised concerns about input foreclosure and multi-market exclusion in the horse-racing statistics and betting services sector. The parties offered commitments to maintain data and advertising services to competitors, which the Board accepted, granting conditional clearance.
• Obilet/Biletinial (15 August 2024, 24-33/815-345): Following the annulment of its earlier decision, the Board re-assessed Obilet’s acquisition of Biletal. It found that the transaction would strengthen Obilet’s dominance in bus ticketing (IMS, B2B, B2C) and posed foreclosure risks through vertical and conglomerate effects. After a comprehensive package of commitments was submitted, the Board granted conditional clearance.

ELIG Gürkaynak’s new book on the “Current Turkish Competition Law Landscape”

Article by Dr. Gönenç Gürkaynak, Öznur İnanılır, Esma Aktaş and Özge Sıla Söğütlü

Mondaq, October 27, 2025

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"The Turkish Competition Board conditionally approved the acquisition of Civitanavi by Honeywell subject to behavioural commitments addressing input foreclosure risk"

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“Scrutiny on Digital Advertising: The Turkish Competition Board’s Maçkolik Decision” (Article by Dr. Gönenç Gürkaynak, Harun Gündüz and Can Yıldırım), The Legal Industry Reviews Vol. 9. N°1, September 2025.