Publications

Merger Control

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.