Turnover Generated through Distributors in Turkish Merger Control Regime

Under Turkish competition law, when calculating the turnover of a party for merger control purposes, it is important to assess whether the turnover generated by sales through distributors should be included in the party’s overall turnover. This determination can significantly impact whether the transaction triggers the notification thresholds, which require that either the combined or individual turnovers of the parties involved exceed specific limits.

For instance, Article 7 of Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board sets forth that a transaction is notifiable if the aggregate Turkish turnover of the transaction parties exceeds 750, and the Turkish turnover of at least two of the parties to the transaction exceeds each 250 million (Article 7(1)(a)); The Turkish turnover of the transferred assets or businesses in acquisitions exceeds 250 million, and the worldwide turnover of at least one of the other parties to the transaction exceeds 3 billion (Article 7(1)(b)); or The Turkish turnover of any of the parties in mergers exceeds TL 250 million, and the worldwide turnover of at least one of the other parties to the transaction exceeds TL 3 billion (Article 7(1)(b)). 

When considering these thresholds, it is essential to determine whether the sales made through distributors are attributable to the original manufacturer or supplier for the purpose of turnover calculation. The Turkish Competition Authority typically includes the turnover generated through independent distributors in the total turnover of the manufacturer or supplier, provided that the distributor acts on behalf of the manufacturer and the sales are effectively controlled by the latter.

For more information on turnover generated through distributors in Turkish merger control regime, please feel free to reach out to ELIG Gurkaynak at +90 212 327 1724 or through gonenc.gurkaynak@elig.com.