Merger Control in Türkiye: Control, Notification, Technology Transactions and Closing Risk

Merger control is one of the few M&A workstreams in which the parties can agree the price, negotiate the SPA, secure financing and satisfy every commercial condition, yet still be unable to implement the transaction.

Under Article 7 of Law No. 4054 on the Protection of Competition, categories of mergers and acquisitions designated by the Competition Board must be notified and authorised before they acquire legal validity for merger-control purposes. The substantive prohibition applies to transactions that would significantly lessen effective competition in Türkiye, particularly through the creation or strengthening of a dominant position.

The starting point, however, is not market share and it is not transaction value.

It is control.

Only after the transaction is characterised as a concentration does it become necessary to ask whether the turnover thresholds are exceeded. Only then does the analysis move to notification, competitive effects and the conditions on which the transaction can close.

That order matters in practice. An acquisition of 20 per cent may require clearance if the accompanying governance rights confer joint control. A purchase of 80 per cent may not create a new concentration where control already rested within the same economic group. A foreign acquisition with no Turkish contracting party can be caught. The acquisition of a business line or productive asset can be caught. A full-function joint venture can be caught.

Conversely, the size of the purchase price tells very little by itself.

The 2026 amendments to Communiqué No. 2010/4 have made early classification even more important. The ordinary turnover thresholds were substantially increased, the special technology-undertaking regime was redesigned and limited to technology undertakings established in Türkiye, the concept of transaction party was refined and the Authority's guidance on joint ventures, turnover and serial acquisitions was updated.

For transaction counsel, and for any group investing in Türkiye, the question should therefore be addressed while the deal is still being structured, not when somebody reaches the regulatory approvals section of the closing checklist.

1. A concentration requires a lasting change of control

Communiqué No. 2010/4 is directed at transactions producing a lasting change in control.

Control may arise through shares, ownership of assets, contractual rights or other means capable of conferring decisive influence over an undertaking. It can be sole or joint, and it can arise legally or in practice. The Authority's own merger-control materials emphasise that the relevant concept is the ability to exercise decisive influence rather than the formal percentage of equity held.

That is why minority investments require careful analysis.

A 25 per cent investor may remain a purely financial minority shareholder. But if that shareholder obtains veto rights over strategic matters (such as the business plan, annual budget or appointment of senior management), the rights may go beyond ordinary minority protection and create joint control.

The Competition Authority's control guidelines are particularly clear on this distinction. A veto over appointment of senior management or approval of the budget can be highly significant. In appropriate circumstances, a veto over the business plan may itself be sufficient to establish joint control. Investment vetoes, by contrast, may remain merely protective where they apply only to unusually large or exceptional transactions. The rights have to be considered in their commercial context and as a whole.

This is also why the reserved-matters list in a shareholders' agreement can carry merger-control consequences that the parties never intended.

The same principles explain why a move from joint control to sole control is capable of constituting a new concentration even though the acquirer already owned shares in the target.

The Authority's updated 2026 turnover guidance expressly treats the shareholder acquiring sole control and the previously jointly controlled company as the relevant undertakings in that scenario.

Control analysis should therefore be completed before anyone assumes that a transaction is outside merger control because "only a minority is being purchased".

2. Asset acquisitions can also be concentrations

Share acquisitions receive most of the attention in M&A documentation, but the Turkish regime is not confined to shares.

A transaction may involve acquisition of a production facility, business line, customer-facing activity, assets or another identifiable economic unit capable of generating turnover.

The Authority's 2026 guidance confirms that, where only part of a business is acquired, the relevant undertaking on the seller's side can be the transferred part itself rather than the seller's entire economic group. In the guidance's example, acquisition of one production facility out of several is analysed by reference to the acquirer and the production facility being transferred.

This distinction can have a major effect on turnover calculations.

It can also arise in carve-outs, restructurings, portfolio transactions and asset deals where the SPA may not describe what is being acquired as a "company" at all.

Competition analysis follows the economic unit transferred.

It does not depend on whether the transaction happens to be documented as a share sale.

3. The ordinary notification thresholds changed in February 2026

The February 2026 amendments materially increased the Turkish notification thresholds.

Under the ordinary regime, a qualifying concentration requires Competition Board clearance where either of the following alternative tests is satisfied:

• Combined Türkiye turnover test: the aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion, and the Turkish turnover of at least two transaction parties individually exceeds TRY 1 billion.
• Target / global turnover test: in an acquisition, the Turkish turnover attributable to the acquired asset or activity exceeds TRY 1 billion, and the worldwide turnover of at least one other transaction party exceeds TRY 9 billion.

The equivalent formulation applies in a merger by reference to the merging parties.

These thresholds are confirmed in the Competition Authority's May 2026 updated turnover guidance.

The change was substantial. The previous TRY 750 million aggregate threshold became TRY 3 billion; the TRY 250 million individual threshold became TRY 1 billion; and the TRY 3 billion worldwide threshold became TRY 9 billion.

None of those figures is a transaction-value threshold.

A high-value acquisition can fall outside mandatory notification.

A much smaller transaction can be notifiable because the relevant undertakings generate substantial turnover.

The distinction is obvious to competition lawyers but can still be missed in transactional work where the first instinct is to compare deal value against a regulatory threshold.

4. Turnover is not simply the number in the target's statutory accounts

The turnover analysis can be more difficult than the thresholds themselves.

The Authority's current guidance generally looks to net sales in the financial year preceding notification, or the nearest available financial year where that calculation cannot be made. Foreign-currency turnover is converted into Turkish lira by reference to the average Central Bank of the Republic of Türkiye buying rate for the relevant financial year.

Group structure matters.

For purposes of calculating the turnover attributable to an undertaking, Communiqué No. 2010/4 requires consideration of connected persons and economic units meeting the statutory control criteria. The Authority's guidance therefore examines parent companies, subsidiaries and certain jointly controlled undertakings rather than merely the legal entity signing the SPA.

This has particular relevance to private equity.

A newly incorporated acquisition vehicle with no revenue does not necessarily mean that the buyer has no turnover for merger-control purposes. The economic group behind the vehicle may be relevant under the attribution rules.

The 2026 amendments also refined the concept of the transaction party, particularly on the target side, and the updated guidance explains the distinction between the direct undertaking involved in the transaction and the wider economic units whose turnover may need to be attributed.

Another 2026 clarification is easy to overlook: worldwide turnover includes Turkish sales. Turkish turnover excludes exports and foreign sales for the Turkish component of the calculation, but those Turkish sales remain part of worldwide turnover.

A reliable filing assessment therefore requires more than requesting the target's latest annual accounts.

5. Technology acquisitions now operate under a narrower, but still distinct, regime

Türkiye introduced a special rule for technology acquisitions in 2022 because potentially significant acquisitions of young technology businesses could escape review where the target had limited turnover.

The definition covers undertakings or assets active in fields including digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and healthcare technologies.

The regime changed materially in February 2026.

The special treatment is now limited to acquisitions involving a qualifying technology undertaking established in Türkiye. Rather than eliminating the ordinary target-side individual turnover requirement altogether, the amended regime now applies a TRY 250 million individual threshold to the qualifying technology undertaking.

The Authority's May 2026 turnover guidance adds an important detail: in determining whether that TRY 250 million threshold is satisfied, the turnover the undertaking generates from the specified technology activities (digital platforms, software and gaming software, fintech, biotech, pharmacology, agricultural chemicals and health technologies) is used for the relevant calculation.

The remaining components of the applicable notification test still have to be satisfied.

This is a materially different regime from the pre-2026 rule. The earlier technology exception could capture targets active in Türkiye, carrying out R&D in Türkiye or merely serving Turkish users, and it effectively removed the former TRY 250 million target-side requirement. The 2026 amendment narrowed that territorial reach and reintroduced a monetary threshold.

For venture capital and growth acquisitions, that distinction should now be considered as a separate step in the filing analysis.

A target may have modest overall revenue and still cross the special technology threshold.

Equally, a foreign software company with Turkish customers should not automatically be analysed under the special technology rule merely because its product is accessible in Türkiye.

6. Foreign-to-foreign transactions remain capable of triggering Turkish review

The fact that neither party is incorporated in Türkiye does not exclude Turkish merger control.

Law No. 4054 applies to conduct and transactions affecting Turkish markets, and the Competition Authority routinely reviews foreign-to-foreign transactions where the applicable Turkish turnover conditions are met.

This can create unexpected filing obligations in global transactions.

A buyer established in the United States may acquire a target headquartered elsewhere in Europe. The SPA may be governed by English law. The shares may transfer outside Türkiye. Neither party may maintain a Turkish legal entity.

If turnover attributable to the transaction satisfies the Turkish thresholds, Turkish clearance can nevertheless become part of the global closing sequence.

The Authority's 2025 merger report expressly records foreign transactions among those reviewed where the Turkish notification requirements were satisfied. In that year the Board dealt with 416 merger, acquisition, joint-venture and privatisation files: 381 were cleared unconditionally, 10 conditionally and 25 were treated as outside scope or non-notifiable.

The jurisdictional test therefore follows economic activity and control.

It does not follow the governing law written on the first page of the SPA.

7. Serial transactions cannot necessarily be separated for threshold purposes

Merger-control analysis can also extend beyond the individual transaction being signed today.

Under Article 8(5) of Communiqué No. 2010/4, two or more transactions completed within a three-year period between the same persons or parties, or by the same undertaking in the same relevant product market, can be treated as a single transaction for turnover-calculation purposes.

The Authority's updated May 2026 guidance confirms the rule, explains how the three-year period is calculated and clarifies its application to joint-venture transactions.

This is particularly relevant for buy-and-build strategies.

A fund may acquire several competitors in the same market.

A strategic buyer may purchase a business in stages.

An initial minority interest may later be converted into control.

Assets may be transferred through several contracts that form part of a wider commercial programme.

The guidance is expressly designed to prevent a notifiable economic acquisition from being divided into smaller steps that individually sit below the thresholds.

Transaction counsel should therefore understand the acquisition history, not only the latest SPA.

8. Joint ventures require both concentration analysis and coordination analysis

A joint venture constitutes a concentration where it is jointly controlled and performs, on a lasting basis, the functions of an autonomous economic entity.

The Competition Authority describes this as the full-function requirement. A full-function joint venture should have the resources, management and operational capacity necessary to conduct its business in the market on a lasting basis, even though strategic decisions remain subject to joint control by its parents.

This creates two distinct questions.

First, does the structure create joint control over a full-function business and therefore fall within Article 7?

Second, does the relationship between the parents create coordination concerns under Articles 4 and 5?

The second question is not entirely new. The Communiqué already contemplated Article 4 and Article 5 review where a full-function joint venture also had the object or effect of restricting competition between its parents. What changed in 2026 was that the regulatory framework and accompanying horizontal and non-horizontal guidance were made more explicit about how this coordination analysis should be carried out.

The updated framework looks, among other matters, at whether the parent companies remain materially active in the same market as the joint venture, in upstream or downstream markets or in closely related markets, and whether the arrangement changes their incentive to compete independently.

This is why JV drafting deserves competition review before the shareholders' agreement becomes final.

Reserved matters determine control.

The business model determines whether the venture is full-function.

The parents' continuing activities determine whether coordination needs to be analysed separately.

The same contractual provisions may affect all three questions.

9. Filing is suspensory: signing does not equal permission to implement

Article 10 of Law No. 4054 establishes a suspensory review system.

Once a notifiable transaction has been submitted, the Board conducts a preliminary examination. The statute provides for a 15-day preliminary period within which the Board may authorise the transaction or decide that it should proceed to final examination. Where final examination is opened, the transaction remains suspended until the final decision.

Article 10 also contains a statutory deemed-authorisation mechanism: where the Board takes no action concerning a notified transaction within the prescribed period, the agreement becomes effective and legally valid 30 days after notification.

That provision should not be converted into a routine "30-day clearance timetable".

A filing must contain the information required by the notification form. Where information is incomplete and the Authority requires supplementation, the effective review timeline may depend on completion of the filing. The Authority's published notification materials expressly recognise that a filing may be treated as incomplete until the requested information has been supplied.

The February 2026 amendments simplified parts of the notification form. The Authority removed some information requirements, reduced disclosure obligations for certain transactions involving low affected-market shares and introduced specific filing conveniences for acquisitions by venture-capital and similar investment vehicles.

That should make straightforward notifications more proportionate.

It does not remove the need to start early where market definition or competitive effects are likely to be disputed.

10. The standstill obligation affects conduct between signing and closing

A condition precedent saying "Competition Board approval" is necessary but not sufficient transaction management.

Between signing and clearance, buyer and seller remain independent undertakings.

The buyer is entitled to protect the value of the business it has agreed to acquire. It is not entitled to exercise the decisive influence that clearance is intended to precede.

The practical distinction can become difficult around interim covenants.

Consent rights over extraordinary disposals, major new indebtedness or unusual transactions can legitimately preserve the target. Rights allowing the buyer effectively to determine day-to-day prices, customers, commercial policy or management decisions present a different issue.

Information exchange requires similar care.

Due diligence and integration planning often require commercially sensitive information. Where buyer and target compete, transaction teams may need to restrict access, aggregate information or use clean-team arrangements so that the deal process itself does not create a separate Article 4 problem before the businesses are permitted to integrate. Article 4 prohibits agreements and concerted practices that restrict competition between independent undertakings, and it is the provision behind most Competition Authority investigations and on-site inspections.

The relevant question is therefore broader than whether the share transfer has formally registered.

Control can be legal or factual.

The Competition Authority's own published research on gun-jumping notes that control can in principle be implemented before formal closing where the arrangements between the parties already give the acquirer the ability to exercise decisive influence.

A disciplined signing-to-closing protocol is therefore part of merger-control compliance, not merely post-signing project management.

11. A competitively harmless transaction can still be fined for closing early

Failure to notify is procedurally separate from the substantive competition analysis.

Article 16 of Law No. 4054 imposes an administrative fine equal to one per thousand (0.1 per cent) of annual gross revenue where a concentration requiring authorisation is implemented without prior Board approval. In an acquisition, the fine is imposed on the acquirer; in a merger, it is imposed separately on each merging party.

The Twitter acquisition remains a clear illustration.

The Competition Board ultimately found no substantive Article 7 problem in Elon Musk's acquisition of Twitter and authorised the transaction. But because the acquisition had already been completed without Turkish clearance, it imposed the statutory 0.1 per cent fine by reference to the acquirer's relevant Turkish gross revenue.

Where an unnotified transaction also creates the substantive competition harm prohibited by Article 7, the consequences can be much more severe.

Article 11 permits the Board to order termination of the transaction, elimination of the unlawful factual position, return of acquired shares or assets where possible, transfer to third parties where return is impossible and restrictions on the acquirer's participation in management while the position is unwound.

Article 16 separately provides for materially higher fines for substantive infringements of Articles 4, 6 or 7.

For transaction parties, there is therefore an important distinction between:

• a transaction that should have been notified but would have been cleared; and
• a transaction that was both unnotified and substantively incompatible with Article 7.

The first is already sanctionable.

The second may put the transaction itself at risk.

12. Notification jurisdiction and substantive competition risk are different analyses

Exceeding the turnover thresholds answers whether a concentration must be notified.

It does not determine whether the transaction is problematic.

The substantive standard under Article 7 is whether the concentration would significantly lessen effective competition, particularly through creating or strengthening dominance.

The Authority's merger guidelines consider a broader range of competitive effects: closeness of competition, market concentration, barriers to entry, potential competition, buyer power, unilateral and coordinated effects, vertical foreclosure and competition in innovation- and technology-driven markets.

Most notified transactions are cleared. The Authority's 2025 figures (381 unconditional clearances and 10 conditional clearances among 416 files) illustrate that notification is a screening requirement, not a presumption that the transaction is anticompetitive.

The harder files are those where the transaction materially changes market structure.

The Curium / Eczacıbaşı Monrol transaction demonstrates the depth of review in concentrated markets. The Board identified concerns in several nuclear-medicine markets and ultimately cleared the acquisition subject to a detailed commitment package involving, among other matters, independent distribution structures, information barriers and supply commitments.

The more recent A101 / CarrefourSA decision provides an even clearer 2026 example. The Board concluded that the transaction could significantly restrict effective competition in organised food retailing and granted conditional clearance after accepting both structural and behavioural commitments, including divestiture of 48 stores and measures preserving organisational separation.

Those cases illustrate why the substantive review should begin before filing where material overlaps are obvious.

By the time remedies are being negotiated with the Authority, regulatory risk has become deal risk.

13. Remedies have to preserve the transaction without leaving the competition problem behind

Where a concentration raises competition concerns, commitments can sometimes preserve the transaction.

The Authority's remedies framework distinguishes structural measures (such as divestiture of businesses or assets) from behavioural measures directed at future conduct. The appropriate remedy depends on the competition problem, its durability and whether compliance can be monitored effectively.

The A101 / CarrefourSA decision is particularly useful because the Board accepted a package combining the two forms. The structural element required store divestitures. Behavioural commitments addressed organisational independence, employment, local suppliers and other aspects of post-closing operation. Breach of binding commitments can itself trigger daily administrative fines under Article 17 of Law No. 4054.

For transaction drafting, the difficult question is not whether remedies are legally possible.

It is who bears the remedy risk.

A buyer may be willing to divest a small overlapping business but unwilling to sell a strategic asset that formed part of the investment thesis.

A seller may want certainty that the buyer cannot abandon the transaction merely because routine concessions are requested.

The regulatory covenant in the SPA needs to answer that problem before a competition concern becomes real.

14. Merger-control risk should be allocated in the SPA, not discussed after signing

For a potentially notifiable transaction, the competition provisions in the SPA should normally deal with more than a generic condition precedent, in the same way that warranties, indemnities and disclosure allocate other transaction risks.

The parties should determine:

• who will make the filing and lead the regulatory strategy;
• the level of cooperation required from each side;
• control over submissions and communications with the Authority;
• treatment of confidential and competitively sensitive information;
• the extent of the buyer's obligation to offer commitments;
• whether particular assets or businesses are protected from divestiture obligations;
• what happens if the matter proceeds to final examination;
• the long-stop date;
• termination rights if clearance cannot be obtained; and
• the rules governing conduct of the target between signing and closing.

The drafting should correspond to the actual competition profile.

A transaction with no horizontal or vertical overlap does not require the same risk allocation as an acquisition combining two major competitors.

Nor should every buyer casually accept a "hell or high water" obligation without understanding what that promise could require if the Authority seeks substantial structural remedies.

Competition clauses cease to be boilerplate as soon as a regulator raises a serious concern.

15. Non-competes and other deal restrictions require their own assessment

M&A transactions frequently contain restrictions designed to protect the value being acquired.

A seller may agree not to compete with the transferred business.

Employees may be subject to solicitation restrictions.

Transitional supply or service obligations may be required to separate the businesses effectively.

The Competition Authority treats restrictions that are directly related and necessary to implementation of the concentration as ancillary restraints capable of falling within the scope of the merger clearance.

But the current guidance places the principal responsibility for determining whether a restriction genuinely qualifies as ancillary on the parties themselves. A restriction that exceeds what is objectively necessary for the transaction can fall back to separate assessment under Articles 4 and 5.

This makes scope, duration, geography and subject matter important.

A non-compete does not become competition-law compliant merely because it appears in an SPA that has received merger clearance.

The restriction itself still has to be defensible as genuinely ancillary to the transfer.

16. The pre-signing review should answer the difficult questions, not merely produce a "filing / no filing" conclusion

For significant transactions, a useful merger-control memorandum should be capable of answering several separate questions.

First, is there a concentration at all? That requires identifying the present and post-transaction control structure.

Second, which undertakings are relevant for turnover? Acquisition vehicles, ultimate parents, controlled businesses and the precise scope of the target may all matter.

Third, which threshold regime applies? An acquisition of a qualifying technology undertaking established in Türkiye needs separate consideration under the amended 2026 rule.

Fourth, have there been earlier transactions that require aggregation?

Fifth, does the transaction involve a full-function joint venture and, if so, does parent coordination require a separate Articles 4 and 5 analysis?

Sixth, what is the substantive competition profile? If material horizontal, vertical or neighbouring-market overlaps exist, that issue should already influence the transaction timetable and regulatory covenant.

Seventh, can signing-to-closing arrangements preserve the business without transferring control early?

And finally, what remedy exposure is commercially acceptable?

The usefulness of the analysis lies in answering those questions before the transaction documents make the answers expensive to change.

Conclusion

The 2026 merger-control regime in Türkiye is easier to understand if its questions are asked in the correct order.

A transaction must first create a lasting change of control.

If it does, the relevant economic units and turnover must be identified under Communiqué No. 2010/4 and the Authority's current guidance. The ordinary notification thresholds are now TRY 3 billion, TRY 1 billion and TRY 9 billion under the applicable alternative tests. Acquisitions of qualifying technology undertakings established in Türkiye operate under a modified TRY 250 million target-side threshold, calculated by reference to turnover from the specified technology activities.

Foreign transactions can fall within the regime.

Serial acquisitions can be aggregated.

A minority investment can produce joint control.

A business or asset acquisition can constitute a concentration.

A full-function joint venture can require both Article 7 review and a separate coordination analysis.

And once a filing is required, the transaction remains subject to a standstill obligation until clearance or the operation of the statutory authorisation mechanism.

For M&A practitioners, the most important distinction is between merger control as an approval filing and merger control as part of transaction architecture.

The former produces a notification.

The latter determines control rights, interim covenants, information exchange, SPA risk allocation, the remedy strategy and ultimately whether the deal can close in the form the parties negotiated.

That work belongs at the beginning of the transaction.

How Terziolu & Partners Can Assist

Terziolu & Partners advises corporate buyers, sellers, founders, investors and international groups on transaction and regulatory matters involving Türkiye. Our work may include merger-control screening; control and minority-investment analysis; turnover calculations under the 2026 regime; technology-undertaking classification; foreign-to-foreign transaction analysis; full-function joint ventures; review of competitive overlaps; Competition Authority notifications; signing-to-closing protocols; transaction-document provisions concerning regulatory clearance; ancillary restraints; commitment and remedy strategy; and coordination of Turkish merger-control requirements with counsel handling filings in other jurisdictions, drawing on our regulatory and compliance, corporate and commercial and cross-border coordination practices.

In cross-border transactions, merger control should normally be considered together with transaction structuring, due diligence and SPA drafting. Identifying the filing only after signing may answer the regulatory question, but it can leave the commercial consequences unresolved.

Discuss a merger-control or transaction-clearance question with our team.

Selected authorities

Primary legislation

Law No. 4054 on the Protection of Competition, particularly Articles 2, 4, 7, 10, 11, 16 and 17 (official Competition Authority text). Article 7 contains the substantive standard and the statutory basis for mandatory merger notification; Articles 10 and 11 govern review and failure to notify; Article 16 contains the principal administrative fine provisions.

The 2026 merger-control regime

Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Authorisation of the Competition Board, as amended by Communiqué No. 2026/2, published in Official Gazette No. 33165 on 11 February 2026 and in force on the same date. The 2026 amendments revised the turnover thresholds, the treatment of technology undertakings, the transaction-party definition, the joint-venture coordination analysis and the notification form.

Competition Authority, Updated Merger and Acquisition Guidelines, 4 May 2026. The update clarified transaction parties, turnover allocation, worldwide turnover, technology undertakings, three-year aggregation and joint-venture analysis.

Guidelines on Relevant Undertakings, Turnover and Ancillary Restraints in Mergers and Acquisitions, updated 2026. Particularly relevant to group turnover, partial acquisitions, joint control, serial transactions, technology-company turnover and ancillary restraints.

Guidelines on Cases Considered as a Merger or Acquisition and the Concept of Control, Competition Authority. Particularly relevant to sole and joint control, veto rights, full-function joint ventures and decisive influence.

Enforcement and decision practice

Competition Board Decision No. 26-27/789-331, 30 July 2026, A101 / CarrefourSA. Conditional clearance involving structural and behavioural commitments, including divestiture of 48 stores and organisational-separation measures.

Competition Board Decision No. 25-07/175-87, 20 February 2025, Curium / Eczacıbaşı Monrol. Conditional approval following detailed analysis of horizontal and vertical effects in nuclear-medicine markets and a substantial commitment package.

Competition Board Decision No. 23-12/197-66, 2 March 2023, Elon Musk / Twitter. The Board granted substantive clearance while separately imposing an administrative fine because the acquisition had been completed before Turkish merger-control authorisation.

Official statistics

Competition Authority, 2025 Annual Report and Mergers and Acquisitions Outlook. The Board dealt with 416 merger, acquisition, joint-venture and privatisation files in 2025, granting 381 unconditional and 10 conditional clearances.