Speeches & Publications

1. REGULATION AND AUTHORITY

1.1. The Regulation

1.1.1. What is the legislation in terms of cartel enforcement in Turkiye?

The legislation regulating cartel enforcement in Turkiye is the Law on Protection of Competition No. 4054 (“Law No. 4054”), adopted on 13 December 1994. Law No. 4054 is based on the Article 167 of Turkish Constitution, obliging the state to take necessary measures to secure a free market economy. The specific provision that regulated cartel enforcement is Article 4 of Law No. 4054, setting out the main principles to be applied.

Law No. 4054 has been subject to numerous revisions since it was first introduced. The latest amendment to Law No. 4054 was approved by the Grand National Assembly of Turkiye on 23 May 2024 and was effective as of 29 May 2024. The previous primary amendment to Law No. 4054 was made on 16 June 2020 (“Law No. 7246”) and was effective as of 24 June 2020. Per its recital, Law No.7246 was formed in line with the Turkish Competition Authority’s (the “Authority”) enforcement experience for over 20 years and brought Turkish competition law closer to European Union Law.

1.2. The Authority

1.2.1. Is there a separate, dedicated authority investigating cartel matters?

Yes. The Turkish Competition Authority investigates cartel matters in Turkiye. The Authority is composed of the Turkish Competition Board (the “Board”), along with the presidency and service departments and has administrative and financial autonomy. The Authority handles its operations through six different divisions, each focusing on specific sectors. As of 1 January, 2024, there were approximately 281 case handlers of the Authority. The following units assist the divisions and the presidency:

• 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.

The Board, which is the decision-making body of the Authority, is composed of a total of seven members. The responsibilities of the Board also include investigating and condemning cartel activity. However, if the activity amounts to a criminally prosecutable act (e.g. in cases of bid rigging in public tenders), penal courts and public prosecutors may separately investigate the matter.

The cartel members are adjudicated before the courts as well in private lawsuits as the Authority’s enforcement can be complemented with private lawsuits. Private antitrust litigation is also in an increasing trend. The litigants can claim three times their loss as compensation pursuant to a treble damages clause. In these instances, the Courts usually await the Board’s decision to render a decision in those.

1.3. Updates

1.3.1. What are the recent updates and/or proposals to the current enforcement procedure?

The latest update to Law No. 4054, Law No. 7511 was approved by the Grand National Assembly of Turkiye on 23 May 2024 and was effective as of 29 May 2024. Per this amendment, significant updates have been introduced to the procedure applicable to investigations. The investigated parties are no longer required to submit a first written defense and the additional opinion of the Authority is only prepared if the Authority changes its opinions in the investigation report.

A significant update brought with Law No. 7246 was the introduction of a de minimis principle, that is akin to the European Union application. The principles of the de minimis rule were introduced on 16 March 2021, through 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”) setting out the principles of de minimis in Turkish competition law. Communiqué No. 2021/3 sets out certain thresholds and entitles the Board to decide not to launch a full-fledged investigation into undertakings in cases where these market shares are not met. However, Communiqué 2021/3 is not applied to hardcore restrictions (e.g. price-fixing, territory and/or customer sharing agreements, restriction of supply). The Authority is seemingly inclining more towards investigating violations that are more significant.

The Authority previously opted to utilize Article 9(3) of Law No. 4054 to conclude pre-investigations which only affected small markets, by referring to procedural efficiency (see Izmir Container Transporters, 2 January 2020, 20-01/3-2). This rather controversial approach can now be replaced with Communiqué No. 2021/3. Communiqué 2021/3 allows the Board to focus more on significant matters while bringing the Turkish competition law closer to the European Union law, on which it is modelled.

Law No. 7246 also introduced settlement and commitment mechanisms. The Guidelines on Vertical Agreements were also amended to include provisions on internet sales and most favored nation clauses. The amended version was published on 30 March 2018.

Lastly, Regulation on Fines to Apply in Cases of Agreements, Concerted Practices and Decisions Limiting Competition and Abuse of Dominant Position (“Amended Regulation on Fines”) was amended and entered into force on 27 December 2024. Per the amended regulation, (i) there is no distinction between cartels and other violations in terms of the determination of the basic fine and (ii) upper and lower limits for the basic fine are removed.

The following texts have been either announced or enacted since 2013:

• the Communiqué on the Increase of the Lower Threshold for Administrative Fines specified in Paragraph 1, Article 16 of the Competition Law (to be valid until 31 December 2025);
• the Regulation on The Settlement Procedure Applicable in Investigations on Agreements, Concerted Practices and Decisions Restricting Competition and Abuses of Dominant Position;
• the Communiqué on Agreements, Concerted Practices and Decisions and Practices of Associations of Undertakings That Do Not Significantly Restrict Competition (Communiqué No: 2021/3);
• the Communiqué on Commitments for Preliminary Investigations and Investigations on Anticompetitive Agreements, Concerted Practices, Decisions and Abuse of Dominant Position (Communiqué No. 2021/2);
• the Block Exemption Communiqué on Vertical Agreements in the Motor Vehicles Sector (Communiqué No. 2017/3);
• the Block Exemption Communiqué on R&D Agreements (Communiqué No. 2016/5);
• the Block Exemption Communiqué on Specialization Agreements (Communiqué No. 2025/2);
• the Guidelines On Administrative Fines To Apply In Cases Of Agreements, Concerted Practices And Decisions Limiting Competition And Abuses Of Dominant Position, enacted on 19 February 2025;
• the Guidelines on Competition Infringements in Labor Markets, enacted on 3 December 2024 (Guidelines on Laber Market);
• the Guidelines on Vertical Agreements, enacted on 29 March 2018;
• the Guidelines Explaining the Block Exemption Communiqué on Vertical Agreements in the Motor Vehicles Sector (Communiqué No. 2017/3), enacted on 7 March 2017;
• the Guidelines on the General Principles of Exemption, enacted on 28 November 2013;
• the Guidelines on Horizontal Cooperation Agreements, enacted on 30 April 2013; and
• the Guidelines on the Explanation of the Regulation on Active Cooperation for Detecting Cartels, enacted on 17 April 2013.

1.4. Main regulation

1.4.1. What is the main regulation on cartel enforcement in Turkiye?

Article 4 of Law No. 4054, which is akin to and closely modeled on Article 101 (1) of the Treaty on the Functioning of the European Union (“TFEU”), aims to prohibit and illegalise the agreements and concerted practices, including cartel agreements, as well as the decisions of the associations of undertakings, which prevent, distort or restrict competition by object or by effect, directly or indirectly in a particular market for goods or services.

Similar to the TFEU, Article 4 itself does not set out a definition of “cartel”; instead, the Authority has defined it under Article 3(1)(ç) of the The Regulation on Active Cooperation for Discovery of Cartels (“Regulation on Leniency”) and Article 3 of the Amended Regulation on Fines. According to these regulations, cartels are described as agreements (i) restricting competition and/or concerted practices between competitors for price-fixing; (ii) allocating customers, providers, territories or trade channels; (iii) restricting the amount of supply or imposing quotas and bid rigging.

Likewise, akin to TFEU Law No. 7246 introduced the de minimis principle, allowing the Board to not launch full-fledged investigation upon agreements, concerted practices and decisions of association of undertakings, if the market share and turnover thresholds laid out in Communiqué No. 2021/3 are not exceeded.

Both by object and by effect restrictions are prohibited by Article 4 of Law No. 4054. The content, its aim and the economic and legal framework of the agreement is considered whilst determining whether the agreement restricts competition by object or by effect. The intention has no effect on the liability of the parties, although it may be considered as an aggravating or mitigating factor, subject to the circumstances of the case.

The agreements that have the potential to prevent, restrict or distort competition also fall within the scope of Article 4 of Law No.4054. This is specific to Turkish cartel regulation that reflects the vast discretionary power of the Board. Both potential and actual effects are considered. Per Guidelines on Horizontal Cooperation Agreements, restrictive effects are evaluated based on adverse effects on the market parameters. These parameters could be price, output, quality, product variety or innovation. Article 4 also bears a non-exhaustive list of restrictive agreement examples. This list closely resembles Article 101(1) of the TFEU. Accordingly, the list contains price-fixing, market allocation and refusal-to-deal agreements as examples. Horizontal restrictive agreements such as price-fixing, market allocation, collective refusals to deal (group boycotts) and bid rigging have been persistently deemed to be per-se unlawful. Agreements such as vertical agreements and purchasing cartels are mostly subject to competitive effects tests.

Before the introduction of Law No. 7246 in 2020, Article 4 of Law No. 4054 was delineated from TFEU in terms of de minimis exception.

With Law No. 7246, de minimis principle was introduced under Article 41 of Law No.4054 with an aim to focus on more significant violations. Per the
de minimis principle, agreements that exceed the thresholds to be determined by the Board do not benefit from this exception.

The de minimis principle is applicable to agreements that fall into the scope of Article 4 of Law No. 4054. That said, it is not applicable to hardcore violations such as resale price maintenance, price-fixing, territory or customer sharing and restriction of supply. As such, cartel agreements also do not benefit from the de minimis principle.

Agreements that benefit from a block exemption and/or an individual exemption are exempt from the prohibition of restrictive agreements and practices. The Block Exemption Communiqués are as follows:

• Block Exemption Communiqué on Vertical Agreements (“Communiqué No. 2002/2”);
• Block Exemption Communiqué on Vertical Agreements in the Motor Vehicle Sector (“Communiqué No. 2017/3”);
• Block Exemption Communiqué in Relation to the Insurance Sector (“Communiqué No.2008/3”):
• Block Exemption Communiqué on Technology Transfer Agreements (“Communiqué No.2008/2”):
• Block Exemption Communiqué on Specialization Agreements (“Communiqué No.2013/3”): and
• Block Exemption Communiqué on Research and Development Agreements (“Communiqué No.2016/5”).

These Communiqués are akin to their equivalents in the European Union. The latest block exemption is the Communiqué No. 2017/3 that introduced revised set of rules for the motor vehicle sector in Turkiye, revising the Block Exemption Communiqué No. 2005/4 for Vertical Agreements and Concerted Practices in the Motor Vehicle Sector. A restrictive agreement that (i) falls out of the scope of the block exemption per the relevant communiqué and (ii) does not benefit from individual exemption, would be subject to the prohibition brought with Article 4 of Law No. 4054.

Concerted practices are also prohibited under Turkish competition law. In cases that concern a concerted practice allegation, the Authority can shift the burden of proof per “the presumption of concerted practice” mechanism.

1.5. Joint ventures

1.5.1. How does cartel regulation apply to joint ventures?

Per Law No. 4054, joint ventures are considered in between merger control and cartel regulation. The full-function characteristic of the joint venture will determine whether it falls within the scope of merger control or cartel regulation.

A full-functioning joint venture will be evaluated under merger control regime pursuant to Article 7 of Law No. 4054, if the thresholds foreseen are met. If the joint venture is not a full-functioning one, the joint venture will be subject to cartel regulation as it will be evaluated under the test foreseen in Article 4 of Law No. 4054 to determine whether it has an anticompetitive purpose or effect.

2. APPLICATION OF THE REGULATION AND JURISDICTIONAL SCOPE

2.1. Application of the regulation

2.1.1. Does Law No. 4054 apply to individuals, corporations and other entities?

Undertakings and associations of undertakings are subject to Law No. 4054. The definition of an undertaking is “single integrated economic unit capable of acting independently in the market to produce, market or sell goods and services”. Accordingly, Law No. 4054 may apply to individuals, corporations and other entities so long as they act as undertakings.

2.2. Territorial application

2.2.1. Does the regime apply to conducts taking place outside of Turkiye (as well as indirect sales into the jurisdiction)? If it applies, what is the jurisdictional basis?

Law No. 4054 takes into account whether the cartel had any effects in the Turkish markets as Turkiye is an “effects theory” jurisdiction. The nationality and/or the location of the cartel along with the existence of a Turkish entity are irrelevant. If the cartel had an effect in Turkish markets, the Board does not decline jurisdiction over non-Turkish cartels or cartel members in the past (e.g., the suppliers of rail freight forwarding services for block trains and cargo train services, 16 December 2015, 15-44/740-267; Güneş Ekspres/Condor, 27 October 2011, 11-54/1431-507; Imported Coal, 2 September 2010, 10-57/1141-430, Refrigerator Compressor. 1 July 2009, 09-31/668-156).

Mainly as a result of enforcement shortfalls such as difficulties of formal service or failure to identify a tax number, the Board is yet to enforce a sanction against firms without any Turkish presence. Indirect sales and its specific circumstances are yet to be evaluated by the Board. That said, given that a cartel activity that takes place outside of Turkiye will not in and of itself produce effects in Turkiye, per Article 2 of Law No. 4054, it could be argued that the Turkish cartel regime does not extend to indirect sales. Article 2 of Law No. 4054 lays the foundation of the Board’s jurisdiction. The scope of Article 2 of Law No. 4054 includes all restrictive agreements, decisions, transactions and practices so long as they produce an effect on a Turkish market, without subject to where the conduct takes place.

2.3. Export cartels

2.3.1. Do conducts that only affect customers or parties outside of Turkiye benefit from any exemption or defense?

Pursuant to Article 2 of Law No. 4054, export cartels are considered outside of the Board’s jurisdiction. Investigation launched in Poultry Meat Producers (25 November 2009, 09-57/1393-362), the allegations concerned, inter alia, an export cartel. The Board deemed that export cartels should not be sanctioned so long as they do not affect the host country’s markets. Despite certain decisions on the contrary which signal an incline of the Board to claim jurisdiction on export cartels (e.g., Paper Recycling, 8 July 2013, 13-42/538-238), it could be argued that so long as there is no effect in Turkish markets, an export cartel would fall outside of the Authority’s jurisdiction.

2.4. Provisions specific to industries

2.4.1. Are there any violations specific to an industry? Are there any exemptions and/or defenses specific to an industry?

There is no industry-specific offense or defense within the scope of Law No. 4054 as it applies to industries and without any exceptions. Slightly different rules for industry-specific exemptions are foreseen in certain communiqués, however, these do not set out industry specific offenses or defenses that are not laid out in Law No. 4054. That said, the Communiqué No. 2017/3 is considered in cases that concern the motor vehicle sector’s block exemption. Both the Board and the defending undertaking will consider the rules and thresholds set out in the Communiqué.

Article 4 of Law no. 4054 also applies to state owned entities to the extent that they fall into the scope of the undertaking definition.

Oligopolistic markets for the supply of homogeneous products (e.g., cement, bread yeast and ready-mixed concrete) are persistently investigated by the Board for concerted practice allegations, as a result of the presumption of concerted practice. However, whether this high number of cases (more than 32 investigations in the cement and ready-mixed concrete markets over 20 years of enforcement history) constitute industry-specific offense is subject to debate.

2.5. Conducts approved by the Government

2.5.1. Does Government-Approved Activity or Regulated Conduct Benefit from a Defense and/or an Exemption?

State-approved or regulated actions do not benefit from a defense and/or an exemption.

There are sector-specific exemptions in Turkish competition law. Block exemption regulations for the motor vehicle sector and insurance sector can be named as examples for these. Law No. 4054 does not foresee specific exceptions to government-sanctioned activities or regulated conduct.

That said, the Board has evaluated undertakings’ defenses on that they operate in a state-approved or regulated manner (e.g., Paper Recycling, 10 April 2025, 25-14/323-153, Paper Recycling, 8 July 2013, 13-42/538-238, Waste Accumulator. 4 October 2012, 12-48/1415-476, Pharmaceuticals. 2 March 2012, 12-09/290-91, Et-Balık Kurumu. 16 June 2011, 11-37/785-248, Türkiye Şöförler ve Otomobilciler Federasyonu, 3 March 1999, 99-12/91-33, Esgaz. 9 August 2012, 12-41/1171-384).

3. INVESTIGATIONS

3.1. Phases in an investigation

3.1.1. What are the phases in a typical investigation?

The Board may launch an investigation upon a cartel allegation either ex officio, or pursuant to a complaint. If the Board deems the complaint not serious, it rejects the complaint. If the Board remains silent for 30 calendar days upon a complaint, the complaint is deemed rejected. If the complaint (or notice pertaining to an allegation) is found serious, the Board deems to conduct a preliminary investigation. The undertakings concerned are not notified or aware of the preliminary investigation unless the Authority conducts a dawn raid. During this preliminary phase, the Authority opts to conduct dawn raids (i.e., unannounced on-site inspections) and/or utilize other investigatory tools (such as formal information request letters). Within 30 calendar days of the preliminary investigation decision, the Authority submits a preliminary report to the Board. Within 10 days following this preliminary report, the Board decides through a formal decision on whether to launch an investigation. If the Board decides to formally launch an investigation, within 15 calendar days, the undertaking(s) concerned are notified with an investigation notice. The investigation is completed in six months, although, if the Board deems necessary, it may extend the investigation period once only, for an additional period of up to six months.

Articles 4 and 5 of Law No 7511 on Amendments to the Turkish Commercial Code and Certain Laws (“Law No. 7511” - published in the Official Gazette on 29 May 2024) introduced certain amendments to Articles 43 and 45 of Law No. 4054. Prior to Law No. 7511, the period for the submission of the first written defense was 30 calendar days. This has now been abolished by the new regulation. Therefore, currently the investigation parties are not required to submit their first written defense.

Following the investigation notice, the Authority prepares and serves the main investigation report. Following the service of the investigation report, the investigated parties have 30 calendar days to respond to it. This is extendable for an additional 30 calendar days.

Law No. 7511 also made the additional opinion phase an option for the Authority. The Authority is no longer “required” to issue an additional opinion. If, however, the Authority changes the positions taken in the investigation report after the submission of the defenses, it will notify the relevant undertakings through an additional opinion within 15 calendar days. The investigated parties have 30 calendar days to reply to the additional report.

The Board may hold an oral hearing ex officio or upon request by the parties. Should the Board decide to hold an oral hearing, it is held within at least 30 calendar days and at most 60 calendar days following the completion of the investigation process. The oral hearing is carried out under the provisions of Communiqué No. 2010/2 on Oral Hearings Before the Board. The Board will render its final decision on the same day of the oral hearing. If this is not possible, the Board will render its decision (i) in 15 calendar days after the oral hearing or (ii) in 30 calendar days after the completion of the investigation process in cases where an oral hearing is not held.

The decisions of the Board can be appealed within 60 calendar days after the service of the reasoned decision. The Board usually serves the reasoned decision within three to eight months following the announcement of the final decision.

3.2. Investigative powers of the Authority

3.2.1. What are the investigative powers of the Authority? Do these powers require court approval?

The Board is entitled to request any information from all public institutions and organisations, undertakings, and trade associations should it deems necessary. The officials of these institutions are required to provide the required information within the deadline determined by the Board. Failing to comply with a decision that deems for production of information can result in a turnover-based fine of 0.1 per cent of the turnover generated in the financial year preceding the date of the fining decision (if this is not available, the turnover generated in the financial year that is closest to the date of the fining decision is taken into account). The minimum fine is currently 241,043 Turkish lira (Communiqué on the Increase of the Lower Threshold for Administrative Fines specified in Paragraph 1, Article 16 of the Law No. 4054 until 31 December 2025 (“Communiqué No. 2025/1”)). An incomplete or incorrect information in response to this request may also result in imposition of the same fine.

Pursuant to Article 15 of Law No. 4054, the Board is also entitled to conduct on-site inspections and dawn raids. The Board is authorized to:

• 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;
• Request written or oral statement on particular issues; and
• Perform on-site examination of any assets of undertakings.

If the staff of the Authority are not granted access to premises of the undertaking, the Board may impose a fixed fine of 0.5 per cent of the turnover generated in the financial year preceding the date of the fining decision (if this is not available, the turnover generated in the financial year that is closest to the date of the fining decision is taken into account). This could also result in a daily fine for each day of the violation at 0.05 per cent of the turnover generated in the financial year preceding the date of the fining decision (if this is not available, the turnover generated in the financial year that is closest to the date of the fining decision is taken into account).

Pursuant to Law No. 4054, the Authority has significant powers in terms of dawn raids. However, as a recent development, the Constitutional Court of the Republic of Turkiye (“Constitutional Court”) published on 20 June 2023 its reasoned decision of 23 March 2023 where it ruled in brief, that the Authority is obliged to obtain a court decision (i.e., a warrant) allowing the Authority officials to conduct a dawn raid. Per the standard practice of the Authority, pursuant to Law No. 4054, the case handlers of the Authority have been able to legally conduct the dawn raids with the certificate of authorizations issued by the Board. Although the Authority’s practice was found to be compliant with Law No. 4054, the Constitutional Court deemed that the practice is unconstitutional as it does not require the Authority to obtain a court decision before conducting dawn raids in contravention of Article 21 of the Turkish Constitution protecting the immunity of domicile. Currently, the Board requires court approval only in cases where the undertaking objects to the dawn raid and apart from this scenario, the Board is not required to obtain approval from courts. In the meanwhile, the dawn raid practice of the Authority should not be significantly affected in a way that would lessen the frequency of the dawn raids.

The wording of Law No. 4054 may be interpreted as employees of the undertaking are compelled to give verbal testimony. However, so long as the response is provided quickly in written correspondence, the Authority does allow a delay for these answers. As such, if the response is provided in a timely manner and in the deadline agreed with the Authority, this allows the employees to avoid responding to issues that are uncertain to them. The Authority examines all computer records and also deleted items.

Furthermore, Law No. 7246 included an explicit provision authorizing the Authority to inspect and make copies of all information and documents in the companies’ physical records and those in electronic storage and IT systems. That said, this was the practice even prior to Law No. 7246. The proposed amendment to Law No. 4054’s preamble also confirms this by noting that the amendment serves further clarification on the powers of the Authority that are particularly important for discovering cartels. However, per Authority’s usual practice, this is not an update.

The officials carrying out the on-site inspection are required to possess a deed of authorization from the Board. This deed of authorization specifies the subject matter and purpose of the investigation. The Authority is not entitled to exercise its said powers (copying records, recording statements by company staff, etc.) for matters that are outside of the investigation’s scope (i.e., the scope specified in the deed of authorization).

4. COOPERATION AT INTERNATIONAL LEVEL

4.1. Cooperation between agencies

4.1.1. Does the Authority cooperate with authorities in other jurisdictions? If yes, what is the legal basis and the extent?

Pursuant to Article 43 of Decision No. 1/95 of the European Union-Turkiye Association Council, the Authority is authorized to notify and request application of relevant measures from the European Commission’s Directorate-General for Competition if the Board deems that a cartel in the European Union has an adverse effect in competition in Turkish markets. This provision foresees reciprocal rights and obligations to the European Union and Turkiye. As such, the European Commission is also authorized to request the Board to apply necessary measures vice versa to restore competition in relevant markets.

The Authority also has various bilateral cooperation agreements on cartel enforcement matters with competition authorities in other jurisdictions (e.g., Romania, South Korea, Bulgaria, Portugal, Bosnia and Herzegovina, Russia, Croatia, Egypt, Hungary and Mongolia). The Authority also has close connections with other organizations such as the Organisation for Economic Co-operation and Development, the United Nations Conference on Trade and Development, the World Trade Organization, the International Competition Network, and the World Bank.

Moreover, the Turkic States Competition Council was established between Azerbaijan, Turkiye, Kazakhstan, Uzbekistan, Kyrgyzstan and the Turkish Republic of Northern Cyprus on 23 January 2024. The Authority also hosted the first meeting of the Balkans Competition Platform on 30 September 2024 with the attendance of Albania, Bosnia and Herzegovina, Bulgaria, Montenegro, Kosovo, North Macedonia, Romania, Greece and Hungary.

The Authority’s research department carries out periodic consultations with certain foreign institutions and organizations on protection of competition. The Authority assesses their results and ultimately submits its recommendations to the Board. The cooperation protocol of 14 October 2009 signed between the Authority and the Turkish Public Procurement Authority is an example that aims to establish a competitive environment in terms of public tenders through cooperation and sharing information. Authority’s actions are not legally based on informal contacts.

4.2. Interaction between jurisdictions

4.2.1. Which jurisdictions significantly interact with Turkiye in cross-border cases? If so, what is the effect of this interaction on the investigation, prosecution and penalizing of the cross-border cartel activity?

The interaction between jurisdictions does not materially affect the Board’s investigation on cartels, including cross-border cartels. Principle of comity is not an explicit provision in Law No. 4054. A cartel can be prosecuted in Turkiye in case it has an effect on the Turkish market, regardless of whether it was investigated in another jurisdiction.

5. CARTEL PROCEEDINGS

5.1. Decisions

5.1.1. How does adjudications and determinations work in cartel proceedings?

The Board is entitled to initiate an investigation into an undertaking or an association of undertakings ex officio or upon complaint. Primarily, the Board adjudicates upon cartel matters. This enforcement may further be supplemented with private lawsuits. Private lawsuits on cartel matters are addressed in regular courts. The treble damages clause allows litigants to request three times their loss as compensation. Stemming from this clause, private lawsuits in competition cases are in an increasing trend. In these cases, most courts initially wait for the Board’s final decision before proceeding with their own ruling.

5.2. Burden of proof

5.2.1. Who bears the burden of proof? What is the requisite standard of proof?

The Board’s adoption of a low standard of proof is one of the most important material issues specific to Turkiye. Proof that (i) there was a cartel activity and (ii) the undertaking was a participant in cases of multilateral discussions or cooperation are required to prove an undertaking’s participation in cartel activity. The Board established a significantly low standard of proof in cartel proceedings, due to the broadening interpretation of Law No. 4054 and in particular the “object or effect of which” branch of it.

As for concerted practices, the standard of proof is even lower. If the Board established parallel behavior, the Board may readily infer the existence of concerted practice and the undertakings concerned may be in a position to prove that the parallel behavior did not stem from a concerted practice. Law No. 4054 includes the presumption of concerted practice. As such, the Board is authorized to carry out Article 4 enforcement upon price changes in the market, supply-demand equilibrium or fields of activity of enterprises bear a resemblance to those in the markets where competition is obstructed, disrupted or restricted. Per Board’s precedents, conscious parallelism is rebuttable evidence of forbidden behavior, that is deemed as ample ground to impose administrative monetary fines on the relevant undertakings. As such, burden of proof can be switched fairly easily in concerted practice cases, thereby requiring the undertakings concerned to prove that parallel behavior is not stemming from concerted practice but has economic and rational reasons.

Law No. 4054 does not give weight to the “conscious parallelism and plus factors” doctrine, delineating from the approach in the European Union where it is accepted that tacit collusion does not constitute a violation of competition. In cases where clear parallel behavior is established, the Board may not even seek plus factors in addition to conscious parallelism.

It is seen that in practice, the Authority and its officials are adopting a broadening interpretation on cartel definition as well.

5.3. Circumstantial evidence

5.3.1. Is Circumstantial evidence sufficient to establish an infringement in cases where there is no direct evidence of the actual agreement?

The evidence on communication and economic data indicating coordination between competitors are deemed as circumstantial evidence by the Board. Communication evidence may prove the undertakings concerned communicated or met each other, however, fails to demonstrate the contents of the said communication. If the content or the existence of the violation is not demonstrated through direct evidence, the Board may utilize circumstantial evidence to establish alone or in addition to direct evidence, particularly in cases of concerted practice.

5.4. Appeal

5.4.1.How to appeal against a decision?

The final decisions of the Board, including decisions on interim measures and fines, can be appealed before administrative courts in Ankara (“Law No. 6352”, which entered into force on 5 July 2012). The appeal can be made by filing an appeal case within 60 days after the Board’s reasoned decision is served on the parties. Legal actions against Board decisions are pursued in line with Administrative Procedure Law No. 2577 (“Law No. 2577”) given that the Board’s decisions are considered administrative acts. The judicial review includes both procedural review and substantive reviews.

The execution of the Board’s decision is not stayed automatically upon appeal per Article 27 of the Law No. 2577. That said, upon the plaintiff’s request, the Court may render a decision to stay the execution of the Board’s decision if executing the said decision is likely to cause serious and irreparable damages and the decision is highly likely to be against the law (i.e., showing of a prima facie case).

The appeal proceedings generally take approximately 12 to 24 months before Ankara administrative courts. Decisions of Ankara administrative courts can also be appealed against, before the regional courts and the High State Court. Should the courts annul the Board’s decision in full or in part, the decision is remanded to the Board for another review and reconsideration.

Changes in the competent body to review the Board’s decisions were a significant development in Turkish competition law enforcement. A three-level appellate court system was introduced and it comprises administrative courts, regional courts (appellate courts) and the High State Court. Regional courts review both the procedural and substantive grounds of the Board decisions, rendering a decision also by taking into account the merits of the case. Decisions of the regional courts may be subject to the review of the High State Court in exceptional cases as set out in Article 46 of the Law No. 2577. In these cases, the decisions of the regional courts are not final and the High State Court is entitled to uphold or reverse their decisions. A reversed decision is returned to the court rendering the decision for a new decision on the matter, by also considering the High State Court’s decision. The appeal before the High State Court generally takes approximately around 24 to 36 months. As for private lawsuits, the decisions are appealable before the Supreme Court of Appeals. The appeal process for private lawsuits differs in the sense that it is governed by general procedural laws and usually lasts 24 to 30 months.

The appeal process is usually initiated by the undertaking found to be in violation in cases where the Board finds a violation. In cases where there is no finding of a violation, the complainant may appeal the decision. The Authority can also challenge a court decision if a Board decision is overturned in judicial review.

6. SANCTIONS

6.1. Criminal sanctions

6.1.1. Are there any criminal sanctions for cartel activity? If yes, what are these?

The sanctions laid out in Law No. 4054 are administrative in nature. As such, the sanctions imposed pursuant to Law No. 4054 leads to administrative monetary fines and civil liability but no criminal sanctions. Therefore, cartel activity will in principle not lead to any imprisonment of individuals. However, certain cases were referred to a public prosecutor pursuant to the completion of competition law investigation. Relatedly, bid rigging is criminally prosecutable per section 235 et seq of the Turkish Criminal Code. Similarly, pursuant to section 237 of the Turkish Criminal Code, illegal price manipulation (manipulation through disinformation or other fraudulent means) may result in imprisonment up to three years and a judicial fine.

6.2. Civil and administrative sanctions

6.2.1. What civil and administrative sanctions does cartel activity entail?

Once a cartel activity is established, the participant undertakings will be subject to fines of up to 10 per cent of their Turkish turnover generated in the financial year preceding the date of the fining decision separately (if this is not available, the turnover generated in the financial year that is closest to the date of the fining decision is taken into account). 5 per cent of the fine imposed on the undertaking or association of undertakings may be imposed on the employees and/or members of the executive bodies of the undertakings or association of undertakings that had a significant role (i.e., a determining effect) in the creation of the violation. Pursuant to recent amendments, Law No. 4054 now refers to Article 17 of the Law on Minor Offences. This now requires the Board to take into account the aggravating and mitigating factors (e.g., (i) assistance with on-site inspections (beyond fulfilling legal obligations), (ii) being coerced to the violation by other undertakings, (iii) limited involvement in the violation, (iv) low revenue share of the activities constituting the violation, (v) the presence of overseas sales revenues in the annual gross revenues.) while determining the amount of administrative monetary fine.

The sanctions are not limited to administrative monetary fines as the Board may render a decision to terminate the restrictive agreement, to abolish all consequences of every action that has been taken illegally and to take all other necessary measures to restore the level of competition and establish the status that was present before the infringement. In addition, the restrictive agreement is rendered legally invalid and hence unenforceable with all its legal consequences. Likewise, in cases where there is a possibility of serious and irreparable damages, Law No. 4054 authorized the Board to order interim measures to be applied until the final decision.

Civil lawsuits, although still rare, are increasing in number. Allegations of refusal to supply, price manipulation and exclusionary conduct give rise to the majority of private lawsuits pertaining to Turkish competition law enforcement. Claims in these civil lawsuits are usually settled between parties involved before a court renders a decision.

Akin to US competition law enforcement, Turkish competition law includes treble damages lawsuits, supplementing the administrative proceedings with civil lawsuits. Pursuant to Articles 57 et seq of Law No. 4054, violators may be sued for three times their damages in addition to litigation costs and attorney fees, by any legal or natural person that suffered damages in their business or property due to a competition law violation. These cases are brought before the competent general civil court. That said, the courts do not, in practice, engage in any evaluation to determine whether there is a condemnable anticompetitive agreement or concerted practice. Courts usually await the Board’s decision on the matter, rendering the issue as a pre-judicial question. Accordingly, the court’s decision can be obtained in a shorter period in comparison to full judiciary process pertaining to follow-on actions pertaining to the Board’s decision.

6.3. Sanction levels

6.3.1. Are there any fining or sentencing guidelines? If yes, are these binding? If not, how do adjudicators decide on the level of the sanction? Which aggravating and mitigating factors are considered?

Amended Regulation on Fines was amended and entered into force on 27 December 2024. This sets out detailed guidelines on how to calculate the amount of administrative monetary fines in cases of competition law violations. The Amended Regulation on Fines is applicable both for cartel activity and abuse of dominance. That said, it is not applicable to illegal concentrations.

Per the amended regulation, (i) there is no longer a distinction between cartels and other violations in terms of the determination of the basic fine and (ii) upper and lower limits for the basic fine have been removed. Accordingly, the basic amount of the administrative monetary fine is now determined by considering the gravity of the actual and/or potential damage along with whether the conduct has the characteristics of a naked and/or hardcore violation. Pursuant to Article 5/3 of Amended Regulation on Fines, the basic fine may be increased by:

• 20% if the duration is longer than one year but shorter than two years;
• 40% if the duration is longer than two years but shorter than three years;
• 60% if the duration is longer than three years but shorter than four years;
• 80% if the duration is longer than four years but shorter than five years; and
• 100% if the duration is longer than five years,

Aggravating and mitigating factors are factored in once the basic fine is determined. Article 6 of the Amended Regulation on Fines, lists aggravating factors in a non-exhaustive manner. Basic fine may be increased by:

• one-fold in case of recurrence of violations of Article 4 and/or Article 6,
• up to one-fold in cases of (i) continued violation after the notification of the investigation decision, (ii) decisive role in terms of infringement or the breach of confidentiality requirement under Article 12 of the the Regulation on The Settlement Procedure Applicable in Investigations on Agreements, Concerted Practices and Decisions Restricting Competition and Abuses of Dominant Position (“Settlement Regulation”).

Under Article 7 of the Amended Regulation on Fines, mitigating factors are also set out in a non-exhaustive manner. There are: (i) assistance with on-site inspections (beyond fulfilling legal obligations), (ii) being coerced to the violation by other undertakings, (iii) limited involvement in the violation, (iv) low revenue share of the activities constituting the violation, (v) the presence of overseas sales revenues in the annual gross revenues.

Per Article 8 of the Amended Regulation on Fines, 5 per cent of the administrative monetary fine imposed on the undertaking or association of undertakings may be imposed on the employees and/or members of the executive bodies of the undertakings or association of undertakings that had a significant role (i.e., a determining effect) in the creation of the violation.

The Amended Regulation on Fines is binding for the Board.

6.4. Compliance programs

6.4.1. Can a compliance program in place result in a reduction of fine?

Article 7 of the Amended Regulation on Fines includes the examples of mitigating factors as (i) assistance with on-site inspections (beyond fulfilling legal obligations), (ii) being coerced to the violation by other undertakings, (iii) limited involvement in the violation, (iv) low revenue share of the activities constituting the violation, (v) the presence of overseas sales revenues in the annual gross revenues.

Yet, the list is non-exhaustive and the Board has significant discretion in determining mitigating factors. As per the Board’s previous practice, the Board had considered compliance programs as an indication of good faith whilst evaluating mitigating factors (see Unilever, 28 August 2012, 12-42/1258-410; Efes, 18 July 2012, 12-38/1084-343). However, the existence of compliance programs in and of themselves are not sufficient to deem for mitigating factors in the Board’s recent decisions (Nestle, 15 February 2024, 24-08/149-61; Unilever, 18 March 2021, 21-15/190-80; Enerjisa, 8 August 2018, 18-27/461-224; Frito Lay, 29 August 2013, 13-49/711-300; Industrial Gas, 29 August 2013, 13-49/710-297). That said, there are also decisions where the Board applied a reduction in the amount of the administrative monetary fine pursuant to compliance programs (e.g., Mey İçki, 16 February 2017, 17-07/84-34; Consumer Electronics, 7 November 2016, 16-37/628-279).

6.5. Director disqualification

6.5.1. Does cartel activity result in prohibitions on serving as corporate directors or officers?

The sanctions foreseen for undertakings may only apply to individuals to the extent that they engage in business activities as an undertaking. As for sanctions for cartel activity, employees and/or members of the executive bodies of the undertakings or association of undertakings that had a significant role (i.e., a determining effect) in the creation of the violation may be subject to separate sanctions. There are no additional sanctions foreseen for individuals. That said, bid rigging is criminally prosecutable per section 235 et seq of the Turkish Criminal Code. Similarly, pursuant to section 237 of the Turkish Criminal Code, illegal price manipulation (manipulation through disinformation or other fraudulent means) may result in imprisonment up to three years and a judicial fine.

6.6. Debarment

6.6.1. Are there automatic or discretionary debarment from government procurement procedures as a result of cartel infringement?

Pursuant to Article 58 of the Public Tenders Law No. 4734, bid riggers in government procurement tenders may be subject to blacklisting up to two years (i.e., debarment from government tenders). The ministry (i) implementing the tender contract or (ii) that the contracting authority is subordinate to or is associated with renders its decision on blacklisting. In cases of bid rigging in government tenders, the administrative authorities are required to apply blacklisting and hence is not optional.

That said, the blacklisting procedure is not applicable in cartel infringements other than bid rigging.

6.7. Parallel proceedings

6.7.1. Can criminal and civil or administrative penalties for cartel activity be pursued together?

This is possible. A single conduct may trigger administrative or civil sanctions (or criminal sanctions in the case of bid rigging or other criminally prosecutable conduct) at once.

7. PRIVATE RIGHTS OF ACTION

7.1. Private claims of damages

7.1.1. Can both direct and indirect purchasers claim damages? Can the purchasers that acquired the affected product from a non-cartel member also bring claims? What level of damages and cost can be compensated?

Turkish competition law includes a treble damages lawsuit, supplementing the administrative proceedings with civil lawsuits. Pursuant to Articles 57 et seq of Law No. 4054, violators may be sued for three times their damages in addition to litigation costs and attorney fees, by any legal or natural person that suffered damages in their business or property due to a competition law violation. That said, the Turkish Code of Obligations prevents the debtor from double recovery, regulating joint creditors. Every creditor should pursue a claim against the debtor. In this case, the debtor is obliged to pay on the amount of their shares. That said, a creditor would be liable to the others and the other creditors, in case if the debtor makes a payment to only one creditor as a whole.

Claims of indirect purchasers are yet to be addressed by the courts. However, Article 58 of Law No. 4054 does not prevent purchased claims as the text states the following, focusing on the existence of damage:

“Those who suffer as a result of the prevention, distortion or restriction of competition, may claim as a damage the difference between the cost they paid and the cost they would have paid if competition had not been limited.”

7.2. Class actions

7.2.1. Are there class actions? If yes, what is the process? If not, what is the scope for representative or group actions? What is the process for these cases?

Class action procedures are not allowed in Turkish procedural law. As such, Turkish courts would not grant class certifications. Class actions by consumer organizations are allowed per Article 73 of Law No. 6502 on the Protection of Consumers. However, these are limited to the violation of the said law and do not cover competition law infringements. Likewise, trade associations may take class actions in cases of unfair competition behavior per Article 56 of the Turkish Commercial Code. That said, this is not relevant to private lawsuits regulated under Article 57 of Law No. 4054.

Group actions are allowed pursuant to Article 113 of the Turkish Procedure Law No. 6100. A group action may be initiated by associations and other legal entities “to protect the interest of their members”, “to determine their members’ rights” and “to remove the illegal situation or prevent any future breach”. These group actions do not extend to actions for damages. Group actions shall be brought before the court with a single lawsuit and the decision shall encompass all individuals within the group.

8. COOPERATING PARTIES

8.1. Immunity

8.1.1. Are there immunity programs? If yes, what are the fundamentals? Is there any importance of being “first in” to cooperate?

Regulation on Leniency was enacted on 16 December 2023. Main principles of immunity and leniency mechanisms are set out in the Regulation on Leniency. This replaces the former regulation on leniency mechanism, which was enacted on 15 February 2009. The Board published Guidelines on Explanation of the Regulation on Active Cooperation for Discovery of Cartels in April 2013, which was in line with the regulation prior to the Regulation on Leniency. The Authority is expected to release updated guidelines, explaining the Regulation on Leniency.

Regulation on Leniency is mainly applied in cartel cases. The definition of cartel is provided under Article 3(1)(ç) of the Regulation on Leniency. That said, in cases where the applicant believes the violation to constitute a cartel, and the Board deems for a different violation, the applicant may receive exemption from or reduction of the administrative monetary fine. This clearly signals the Authority’s aim to encourage leniency applications.

The first undertaking to apply for leniency through an appropriately prepared application for leniency before the service of the investigation report and when the Authority does not possess any finding that signals the existence of a cartel may benefit from full immunity. This full immunity is also applicable to employees or managers of the first applicant. The applicant should satisfy several conditions to receive full immunity. This includes not being the coercer of the reported cartel. If the applicant coerced other cartel members to participate, the applicant firm may only receive a reduction of between 25 per cent and 50 percent while its employees may receive a reduction of between 20 per cent and 100 per cent. Other conditions are:

• the applicant shall submit information and evidence in respect of the alleged cartel, including the products affected, geographical scope of the cartel, the duration of the cartel, the names and/or trade names of the undertakings party to the cartel and facilitators, and specific dates, locations and participants of cartel meetings;
• the applicant shall not conceal or destroy information or evidence related to the alleged cartel;
• the applicant shall end its involvement in the alleged cartel except when otherwise requested by the Cartels and On-Site Inspections Support Unit;
• the applicant shall keep the application confidential until the end of the investigation, unless otherwise requested by the Cartels and On-Site Inspections Support Unit; and
• the applicant shall maintain active cooperation to the extent necessary until the Board takes the final decision.

8.2. Subsequent cooperation

8.2.1. Is partial leniency possible after an immunity application? If yes, what are the fundamentals? If not, how can subsequent cooperating parties benefit from favorable treatment?

The second applicants are also provided with the possibility of a reduction pursuant to Regulation on Leniency. The Board may also evaluate their active cooperation as a mitigating factor.

8.3. Second cooperating party

8.3.1. What is the treatment for the second cooperating party? Is there any “immunity plus” of “amnesty plus”? If yes, what is the process?

The second party to file an application that is appropriately prepared can receive a fine reduction of between 20 per cent and 40 per cent. Employees or managers of the second applicant may benefit from a reduction anywhere between 20 and 100 per cent.

Applicants to apply for leniency following the first two applicants can benefit from a reduction of 15 per cent to 30 per cent. Employees or managers of these applicants may benefit from a reduction anywhere between 15 and 100 per cent.

8.4. Approaching the authorities

8.4.1. What are the deadlines for initiating and/or filing the immunity or partial leniency applications? What are the time limits?

A cartel member or a facilitating undertaking can file its leniency application until the official service of the investigation report. The applicant can place a marker and be granted a grace period by the Authority for the submission of necessary information and evidence. Eligibility for the grace period is contingent upon providing minimum information concerning the affected products, the duration of the cartel and the names of the parties. The applicant is provided with a document by the Authority, indicating the date and time of the application and the time granted to prepare the requested information and evidence.

An application cannot benefit from conditional immunity, if it is filed after the official service of the investigation report. Yet, such an application may still be taken into account in terms of fine reduction.

8.5. Cooperation

8.5.1. What nature, level and timing of cooperation is expected from the applicant? Do these differ for subsequent cooperating parties seeking partial leniency?

The applicant should submit the following:

• information on the products affected by the cartel;
• information on the geographical scope of the cartel;
• information on the duration of the cartel;
• the names and/or trade names and addresses of the cartelists and of cartel facilitators;
• the dates, locations and participants of the cartel meetings; and
• other information or documents about the cartel activity.

The foregoing may be provided verbally to the Authority. There are also markers available. An admission on the actual price effect is not necessary for the leniency application. The applicant shall refrain from concealing or destroying the information or documents concerning the cartel activity. The applicant shall stop taking part in the cartel, although the Cartels and On-Site Inspections Support Unit may order otherwise. The leniency application is kept confidential until the service of the investigation report, unless the Cartels and On-Site Inspections Support Unit decides on the contrary. The applicant is obliged to continue its active cooperation with the Authority until the Board renders its final decision. The applicant is also expected to submit any new documents to the Authority as soon as it discovers them, cooperate with the Authority on additional information requests and refrain from any statement that would contradict with the documents submitted as part of the leniency application.

These rules are also applicable to subsequent cooperating parties.

Until recently, the standard adopted for “necessary documents and information for a successful leniency application” and the “minimum set of documents that a company is required to submit” was extremely high. In 3M (, 27 September 2012, 12-46/1409-461), the Authority recommended the Board to revoke the full immunity granted to the undertaking, noting that the applicant did not provide documents that could be discovered during a dawn raid. Yet, the details of the matters were not disclosed in the reasoned decision as the case was closed without a finding of violation. It could be argued that this very high standard for “cooperation” in terms of the leniency program renders it almost impossible to meet and only met by very few companies. This trend was signified by the significant broadening in the interpretation of the “coercion” and “the Authority’s already being in possession of documents that prove a violation at the time of the leniency application” concepts.

The fresh yeast producers decision published on 30 March 2015 (14-42/783-346) handed a new decision which could signal a new era for the Turkish leniency program. The decision was novel one as the Board granted full immunity pursuant to Article 4/2 of the Regulation on Active Cooperation for Detecting Cartels. The full immunity was granted upon an application made following the initiation of the preliminary investigation and execution of dawn raids. The decision was the first of its kind as it granted immunity after dawn raids. This conclusion was justified through substantive evidence and added value were brought in through the leniency application. Likewise, in Mechanical Engineering (14 December 2017, 17-41/640-279), the Board granted full immunity to an applicant who applied for leniency during the course of the preliminary investigation. The Board rendered a decision to halve the administrative monetary fine for the undertaking who applied for leniency during the investigation phase in its decision regarding undertakings active in the roll-on, roll-off transportation sector (18 April 2019, 19-16/229-101). This was subject to whether the information provided significantly contributed to the investigation. The Board underlined in the decision that the contributions included evidence showing that the violation started earlier than what was detected during on-site inspections and evidence showing price information exchange by violating undertakings. The information provided also included details on how the price exchange was conducted.

In Gaziantep automobile expert-opinion (9 July 2020, 20-33/439-196), the Board rendered a significant decision on price-fixing arrangements. The investigation was launched into automobile expertise service providers in the Gaziantep province of Turkiye. Concrete evidence of a horizontal cartel agreement was found, aimed at determining automobile expertise service price tariffs and refusal to provide services on Sundays or to provide services on Sundays according to a rotation schedule set inter se. Pursuant to these findings, the Board imposed an administrative monetary fine on the investigated parties. Yet, one of the investigated parties was granted a 50 per cent reduction on the administrative monetary fine pursuant to its leniency application.

Lastly, the Board rendered two decisions, where it evaluated combined applications for the settlement mechanism and leniency mechanism. These decisions were rendered before the introduction of the Regulation on Leniency (i.e., they were evaluated under the previous leniency regulation of 15 February 2009). These decisions concerned Kınık Maden Suları A.Ş and Beypazarı İçecek Pazarlama Dağıtım Ambalaj Turizm Petrol İnşaat Sanayi ve Ticaret A.Ş. In Kınık (14 April 2022, 22-17/283-128), the Board applied a 25% reduction pursuant to the settlement application and a 35% reduction for the leniency application. Subsequently, in Beypazarı (18 May 2022, 22-23/379-158), the Board applied a 25% reduction for the settlement application and a 30% reduction for the leniency application, as the undertaking applied for leniency after Kınık.

8.6. Confidentiality

8.6.1. What is the confidentiality provided to the leniency applicant? Does this level of confidentiality also apply to subsequent applications? What information becomes public and when?

Pursuant to the principles set out in the Regulation on Leniency, unless the Cartels and On-Site Inspections Support Unit decides on the contrary, the applicant (an undertaking or the employees or managers of an undertaking) is obliged to keep the application confidential until the service of the investigation report. This confidentiality also applies to subsequent applications. The Board can evaluate the information and/or documents ex officio, however, the rule of thumb is that information and/or documents are not confidential to the extent that they are not requested to be treated as confidential. The undertakings shall request the treatment of commercial secrets as confidential in writing, by also justifying confidential nature of the information and/or these documents. The non-confidential information may be disclosed to the public through the reasoned decision that is usually announced within three to four months after the Board renders its decision.

8.7. Settlements

8.7.1. Can the Authority engage into a plea bargain, settlement, deferred prosecution agreement (or non-prosecution agreement) or other binding resolution with the investigated party to resolve the cartel activity? Are there any judicial or other oversights to these settlements?

Inspired by the European Union law, Law No. 7246 introduced commitment and settlement mechanisms aiming to enable the Board to end investigations without going through the entire pre-investigation and investigation procedures.

The commitment mechanism enables the undertakings or association of undertakings to offer commitments during a preliminary investigation or full-fledged investigation voluntarily. These commitments should aim to eliminate the Authority’s concerns that pertain to Articles 4 and 6 of Law No. 4054. Subject to the timing and sufficiency of these commitments, the Board is authorized to decide not to launch a full-fledged investigation following the preliminary investigation or to end an ongoing investigation without going through the entire investigation procedure. That said, the commitment mechanism is not applicable for violations such as price-fixing between competitors, territory or customer sharing, or the restriction of supply. The Regulation on the Settlement Procedures to be Applied during Investigations Regarding Settlement Regulation entered into force on 15 July 2021. Settlement Regulation sets forth other procedures and principles of the settlement process. Contrary to the commitment mechanism, settlement is applicable to any type of competition law violation.

Per the Settlement Regulation, the Authority may ex officio invites the investigation parties to settlement negotiations. Upon Authority’s invitation, the parties should notify whether they accept the invitation to initiate settlement negotiations with the Authority within 15 calendar days. The Board has the discretion to reduce the amount of fine between 10 and 25 per cent per Article 4(4) of the Settlement Regulation. Settlement Regulation notes that the actual reduction of the administrative monetary fine cannot be less than 10 per cent. Per Article 6(5) of the Settlement Regulation, the Authority shall inform the settling party on:

• the content of the allegations;
• the nature and scope of the alleged violation;
• the main pieces of evidence that constitute a basis for the allegations;
• the potential reduction rate to be applied in case of settlement; and
• the range of the potential administrative monetary fine that might be imposed against the settling party.

The Board would adopt an interim decision upon the settlement negotiations. The interim decision would include, inter alia, the nature and scope of the alleged violation, the maximum rate for the administrative monetary fine in accordance with the Amended Regulation on Fines, and the rate of reduction applied pursuant to the settlement procedure. Should the settling party agree on the foregoing matters, the undertaking shall submit a settlement letter that includes, inter alia, an express declaration of admission as to the existence and scope of the violation. Article 9(1) of the Settlement Regulation obliges the Board to render its final decision concluding the investigation within 15 days after the submission of the settlement letter. This final decision should include the finding of the violation and the administrative monetary fine to be imposed against the settling undertaking.

The Board can re-launch an investigation if:

• there is a substantial change in any aspect of the basis of the decision;
• the relevant undertakings do not comply with the commitments; and
• there is a realisation that the decision was decided on deficient, incorrect or fallacious information provided by the parties.

8.8. Corporate defendant and employees

8.8.1. If immunity or partial leniency is granted to a corporate defendant, what is the treatment for its current and former employees

The same level of immunity or leniency granted to the entity also applies for the current employees of the cartel members. Yet, there are no precedents on former employees.

In addition, until the official service of the investigation report, a manager of the cartel member undertaking is able to apply for leniency per the Regulation on Leniency. This application is independent from the application of the cartel member undertaking, if there is one. A total immunity from, or reduction of an administrative monetary fine for such manager may be possible, subject to the application order. The reduction rates and conditions for immunity or reduction shall be the same as those foreseen for cartel members.

8.9. Dealing with the Authority

8.9.1. In terms of dealing with the Authority, what are the practical steps for an immunity applicant or subsequent cooperating party?

All applicant cartel members are required to actively cooperate with the Authority to maintain the leniency or immunity granted by the Board. Therefore, the Board should be kept up-to-date and informed on the cartel subject to the investigation to the maximum possible extent through extra effort.

9. DEFENDING A CASE

9.1. Disclosure

9.1.1. What information and evidence does the Authority disclose to the defendant?

Law on the Right to Obtain Information (the “Law No. 4982”) and Communiqué No. 2010/3 on the Regulation of Right to Access to File and Protection of Commercial Secrets (“Communiqué No. 2010/3”) are the two legal bases for right of access to the file in Turkish competition law. Pursuant to Article 5/1 of Communiqué No. 2010/3, right of access to the case file shall be granted upon the requests of the parties in written form, within due period during the investigation. Upon a written request, the right to access the case file can be exercised at any time until the deadline for the submission of the last written statement.

That said, Law No. 4982 is not subject to any timing or scope restriction. The applicant is able to gain access to information and documents within the case file through access to the case file, provided that the information and documents are not internal documents of the Authority or trade secrets pertaining to other parties.

9.2. Representing employee

9.2.1.Can a counsel represent the employee under investigation while representing the employing corporation? When should a present or former employee obtain independent legal advice and/or representation?

So long as there are no conflicts of interest, counsel can represent both an undertaking under investigation and its employees under Turkish law. However, separate investigations for employees are rare and there are no criminal sanctions against employees for antitrust infringements.

9.3. Multiple corporate defendants

9.3.1. Can a counsel represent multiple corporate defendants? If yes, is this dependent on the affiliation between the corporations?

Even if the corporations are not affiliated, attorneys-at-law (members of a Turkish bar association qualified to practice law in Turkiye) can and do represent multiple corporate defendants, provided that there are no conflicts of interest and the represented parties consent to such representation. People who are not registered attorneys are able to undertake representations. However, these representatives are not bound by the same ethics codes that bind attorneys in Turkiye.

9.4. Payment of penalties and legal costs

9.4.1. Can the legal penalties imposed on an employee and their legal cost be covered by the corporation?

This is possible. But seeking separate advice on tax or bookkeeping prior to paying such legal penalties and legal costs is advised.

9.5. Taxes

9.5.1. Are administrative monetary fines and/or other sanctions, along with private damages tax-deductible?

Administrative monetary fines are not considered to be tax-deductible pursuant to Article 11 of Corporate Tax Law No. 5520. Whether losses, damages and indemnities paid based upon judicial decisions are tax-deductible depends on circumstances. This is evaluated on a case-by-case basis and a separate tax or bookkeeping advice is advisable in each case.

Administrative monetary fines may be subject to reductions. So long as the payment is made within one month of the receipt of the reasoned decision, the relevant legislation on payment of administrative monetary fines allows the undertakings to discharge from liability by paying 75 per cent of the administrative monetary fine. The payment of such an amount is without prejudice to an appeal.

9.6. International double jeopardy

9.6.1. Are penalties imposed in other jurisdictions considered whilst determining the sanctions on corporations or individuals? Is overlapping liability for damages in other jurisdictions taken into account in private damage claims?

No. The penalties imposed in other jurisdictions are not taken into account by the Authority. Overlapping liability for damages in other jurisdictions is also not considered. Circumstances pertaining to indirect sales are yet to be addressed by Turkish cartel rules.

9.7. Reducing the administrative monetary fine

9.7.1. What is the optimal approach for reducing the amount of the administrative monetary fine?

In addition to the leniency program, Article 9 of Law No. 4054, which authorizes the Board to order structural or behavioral remedies to restore the competition as before the infringement, can also serve as a means through which infringement allegations are settled before a full-blown investigation is launched. Yet, this is only possible with a very diligent review of the relevant implicated businesses to identify all the concerns, and adequate professional coaching in eliminating all competition law issues and risks. The Board at least found a mitigating factor where the undertaking immediately took measures to cease any wrongdoing and if possible to remedy the situation in cases where the infringement was too far advanced to be subject to Article 9 notice.

10. UPDATE AND TRENDS

10.1. The recent cases and developments in Turkiye

Per the Authority’s annual report for 2024 the Board finalised a total of 166 cases relating to competition law violations. Among the 166 cases, 148 were subject to Article 4 (anticompetitive agreements) only and five cases were subject to both Article 4 and Article 6 (abuse of dominant position). The Board issued administrative monetary fines amounting to a total of 5,946,683,069 Turkish Lira (approx. USD 145 million¹ ) in 2024 on merit related assessments, and the administrative monetary fine in 2024 for Article 4 cases was 3,130,521,386 Turkish lira (approx. USD 76 million² ). Specifically, the Board imposed administrative monetary fines totalling 2,138,216,979 Turkish lira (approx. USD 52 million³ ) in relation to horizontal anticompetitive arrangements in 2024.

In 2024, the Board increased its scrutiny of labor markets. The Board rendered its Doğa Koleji (3 October 2024, 24-40/948-407) where it investigated whether 19 private schools operating in the Kocaeli province violated Article 4 of Law No. 4054 through no-poaching agreements and fixing employee salaries. As a result, Arı İnovasyon ve Bilim Eğitim Hizmetleri AŞ was imposed an administrative monetary fine of 591,347.22 TL for taking a part in the cartel. The remaining 18 undertakings benefitted from the settlement mechanism. Similarly in the French High Schools (24 April 2024, 24-20/466-196), the Board evaluated whether French high schools in Istanbul jointly determined school registration fees and certain items pertaining to these fees, along with the salaries of Turkish teachers. The Board evaluated the conduct as a cartel and rendered its decision imposing an administrative monetary fine of approximately 21 million TL on the undertakings because of the violation in the labor market.

In Healthcare Sector (24 February 2022, 22–10/152–62), the Board imposed administrative monetary fines on 29 undertakings and associations of undertakings due to (i) price-fixing agreements, (ii) restricting competition in the labor market and (iii) exchanging competitively sensitive information. The Board concluded that six undertakings established a cartel in two different cities. In addition, the Board found that the practices of 16 undertakings aimed at restricting competition in the labor market by preventing employee transfers, and wage fixing constituted another violation of Article 4 of Law No. 4054. Lastly, the Board imposed administrative monetary fines on eight undertakings for exchanging competitively sensitive information; where seven undertakings were found to have been directly active in information exchange, while one undertaking association was deemed as a facilitator.

Furthermore, the Board provided detailed theoretical background for hub-and-spoke cartels and use of algorithms for agreements in its recently published settlement decisions pertaining to the cosmetics sector (5 July 2023, 23–29/563–190; 31 August 2023, 23–40/768–270 and 21 September 2023, 23–45/853–304).

¹ At exchange rates as of 1 September 2025 based on the Turkish Central Bank’s announcement that USD 1 corresponds to TL 41.0379.

² At exchange rates as of 1 September 2025 based on the Turkish Central Bank’s announcement that USD 1 corresponds to TL 41.0379.

³ At exchange rates as of 1 September 2025 based on the Turkish Central Bank’s announcement that USD 1 corresponds to TL 41.0379.

10.2. Regime reviews and modifications

10.2.1. Are there any expected changes in terms of Turkish competition law in the form of ongoing or anticipated reviews or proposed changes?

Law No. 7246 introduced certain significant substantive and procedural changes to Law No. 4054. These are, among others, new provisions related to adoption of the significant impediment of effective competition (“SIEC”) test, de minimis principle, on-site inspection powers of the Authority, behavioral and structural remedies and commitment and settlement mechanisms and secondary regulations in relation to some of the relevant mechanisms. Moreover, the Regulation on Leniency was adopted.

Currently, the Authority is in the process of evaluating possible legislative action in terms of digital markets. This proposed legislation is also mentioned within the Online Advertising Sector Inquiry Final Report. Previously, the Authority noted that it is working on digital market regulations E-Marketplace Platforms Sector Inquiry Final Report, by referring to Regulation (EU) 2022/1925 Digital Markets Act” as a basis for it.

The regulation on gatekeepers is expected to be incorporated into Article 6 of Law No. 4054 which regulates abuse of dominance. Once completed, the amendment is expected to be the most remarkable update in Turkish competition law within the scope of digital markets.

Along these lines, the Ministry of Trade formulated a Draft Regulation Amending Law No. 4054, with an emphasis on establishing and preserving competition in digital markets. The Authority conveyed the final draft with the certain parties and held stakeholder meetings to receive opinions on the draft. The timeline for the adoption of the draft, however, currently remains uncertain.

On 3 December 2024, the Authority published the Guidelines on Competition Infringements in Labor Markets (“Guidelines on Labor Markets”), explaining the framework of competition law enforcement (including cartel enforcement) in labor markets. Per the Guidelines on Labor Markets, wage-fixing agreements are treated as price-fixing agreements, whereas no-poaching agreements are evaluated within the same ballpark with customer/supplier allocation. Information exchange and ancillary restraints are also addressed in the Guidelines on Labor Markets. Lastly, the application of Article 5 (on exemption), Article 6 (abuse of dominance) and Article 7 (merger and acquisition control) of Law No.4054 in Labor Markets are assessed in the Guidelines on Labor Markets. In view of the foregoing, it is anticipated that the Board may scrutinize labor markets in the upcoming years by utilizing the detailed explanations laid out in the Guidelines on Labor Markets.

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.

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