Introduction

Competition Board (“Board”) approval in mergers and acquisitions (“M&A”) is not relevant only to high-value transactions or transactions between competitors. Under the Turkish merger control regime, the key questions are whether the transaction results in a lasting change of control, whether the relevant turnover thresholds are exceeded and whether the transaction is implemented before the required clearance has been obtained.

The principal legal framework is established under Article 7 of Law No. 4054 on the Protection of Competition (“Law No. 4054”) and Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board (“Communiqué No. 2010/4”).

Communiqué No. 2010/4 was significantly amended by Communiqué No. 2026/2, published in the Official Gazette dated 11 February 2026 and numbered 33165. The amendments notably increased the notification thresholds, revised the special regime applicable to technology undertakings and clarified the definition of a “party to the transaction”.

1. The First Question: Does the Transaction Result in a Change of Control?

A transfer of shares or assets does not, in itself, constitute a notifiable acquisition under Communiqué No. 2010/4. It must first be determined whether the transaction results in a lasting change in control.

Under Article 5 of Communiqué No. 2010/4, the direct or indirect acquisition of control over all or part of one or more undertakings, whether through the purchase of shares or assets, by contract or by other means, may constitute a concentration where it results in a lasting change of control.

Article 5/2 defines control by reference to rights, contracts or other means which, either separately or in combination and whether as a matter of law or fact, confer the possibility of exercising decisive influence over an undertaking. Accordingly, the merger control analysis cannot be conducted solely by reference to shareholding percentages. A minority shareholder may acquire joint control where it is granted rights enabling it to exercise decisive influence over strategic commercial matters. Similarly, a transition from joint to sole control or from sole to joint control may constitute a notifiable change of control.

The nature of veto or approval rights over matters such as the budget, business plan, major investments and appointment of senior management is therefore particularly relevant.

The creation of a joint venture may also constitute a concentration. Pursuant to Article 5/3 of Communiqué No. 2010/4, the creation of a joint venture which will perform, on a lasting basis, all the functions of an autonomous economic entity constitutes an acquisition for merger control purposes.

2. “Undertaking Concerned” and “Party to the Transaction”

Following the 2026 amendments, Article 4/1 of Communiqué No. 2010/4 distinguishes between an “undertaking concerned” and a “party to the transaction”.

In a merger, the undertakings concerned are the merging entities. In an acquisition, they are the acquirer and the person or economic unit subject to the acquisition. For turnover purposes, however, the concept of a party to the transaction is broader. On the acquiring side, it encompasses the economic group to which the relevant acquiring undertaking belongs, while on the target side it covers the target itself and the economic units it controls. This distinction is also expressly highlighted in the Competition Authority’s updated Guidelines.

Accordingly, the use of an acquisition SPV does not ordinarily mean that only the SPV\'s turnover should be taken into account. Depending on the links set out in Article 8 of the Communiqué, turnover attributable to the wider economic group may be relevant.

3. Updated Turnover Thresholds as of 2026

The notification thresholds applicable to mergers and acquisitions were updated by Communiqué No. 2026/2, which entered into force on 11 February 2026.

Pursuant to Article 7/1(a) of Communiqué No. 2010/4, a transaction will be subject to Competition Board approval where the aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion and the Turkish turnover of at least two of the transaction parties separately exceeds TRY 1 billion.

Under Article 7/1(b) of Communiqué No. 2010/4, in acquisition transactions, approval will be required where the Turkish turnover attributable to the assets or business subject to the acquisition exceeds TRY 1 billion and the worldwide turnover of at least one of the other transaction parties exceeds TRY 9 billion. In merger transactions, the same rule applies where the Turkish turnover of at least one of the transaction parties exceeds TRY 1 billion and the worldwide turnover of at least one of the other transaction parties exceeds TRY 9 billion.

A special threshold applies to technology undertakings under Article 7/2 of Communiqué No. 2010/4. For certain transactions involving technology undertakings established in Türkiye, the general TRY 1 billion Turkish turnover threshold applicable to the target side is applied as TRY 250 million.

The Competition Authority’s updated Guidelines also set out these thresholds in the same manner.

4. Special Rules for Technology Undertakings

Article 4/1(e) of Communiqué No. 2010/4 defines “technology undertakings” as undertakings or related assets operating in digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and health technologies.

The regime was revised in 2026. Under Article 7/2, in mergers where at least one party is a technology undertaking established in Türkiye, and in acquisitions of such technology undertakings, the TRY 1 billion thresholds applicable to the transaction party subject to the acquisition are applied as TRY 250 million.

Transactions in sectors such as fintech, software, gaming, biotechnology and health technologies should therefore be assessed separately under this special regime rather than solely by reference to the general thresholds.

5. How Is Turnover Calculated?

Turnover for Turkish merger control purposes is not necessarily identical to the figure appearing in the standalone financial statements of the buyer or target.

Article 8/1 of Communiqué No. 2010/4 contains specific attribution rules requiring the turnover of certain parent companies, subsidiaries, sister companies and jointly controlled entities to be taken into account depending on the rights held over those entities. The updated Guidelines provide detailed criteria for determining which economic units are included in the calculation.

For acquisitions of only part of a business, Article 8/2 provides an important limitation: on the seller\'s side, only the turnover attributable to the part being transferred is taken into account. This rule was expressly clarified through the 2026 amendments for transferred parts with or without separate legal personality.

As a general rule, turnover is calculated by reference to net sales in the financial year preceding the notification, or, where this cannot be calculated, the nearest available financial year. Intra-group sales are excluded. Foreign sales are excluded when calculating Turkish turnover, whereas Turkish sales are included in worldwide turnover. Foreign-currency turnover is converted into Turkish lira using the average Central Bank of the Republic of Türkiye foreign-exchange buying rate for the relevant financial year.

The three-year aggregation rule under Article 8/5 must also be considered. Two or more transactions carried out within a three-year period between the same persons or parties, or by the same undertaking in the same relevant product market, may be treated as a single transaction for turnover threshold purposes. The rule is intended to prevent the artificial splitting of an otherwise notifiable acquisition into several smaller transactions.

6. Competition Board Clearance as a Condition Precedent

Where a transaction is notifiable under Communiqué No. 2010/4, Competition Board clearance is not merely an administrative formality. It is a prerequisite for the transaction to acquire legal validity.

Under Article 10 of Law No. 4054, the Board conducts a preliminary review following notification and may either clear the transaction or take it into final review. The Law further provides for deemed clearance where the Board takes no action within 30 days. Incomplete, incorrect or misleading information may, however, affect the date on which the notification is considered complete.

Accordingly, M&A agreements involving a notifiable transaction should ordinarily include Competition Board clearance as a condition precedent to closing, and the transfer of control should not occur until clearance has been obtained.

7. What Is Gun-Jumping?

“Gun-jumping” generally refers to the implementation, in whole or in part, of a notifiable concentration before obtaining the required merger control clearance.

The risk is not limited to the formal transfer of shares. For merger control purposes, the implementation date is linked to the date on which control actually changes. Accordingly, the fact that contractual closing has not formally taken place does not necessarily eliminate risk where decisive influence has already passed to the purchaser.

Pre-closing conduct may therefore become problematic where the purchaser begins directing the target\'s strategic commercial decisions, assumes management powers, interferes extensively with the target\'s ordinary course of business or obtains contractual rights that go beyond what is reasonably necessary to preserve the value of the target pending closing.

Interim covenants are a legitimate and common feature of M&A agreements, but they should be structured so that the seller and target remain commercially independent until clearance and closing.

Where the parties are competitors, unrestricted sharing of competitively sensitive information, including future pricing, customer-specific data, costs, output plans or commercial strategy, may also create separate risks under Article 4 of Law No. 4054. Appropriate clean-team arrangements and information barriers should therefore be considered during due diligence and integration planning.

8. Consequences of Closing Without Clearance

Article 16/1(b) of Law No. 4054 provides the principal procedural sanction for implementing a notifiable concentration without prior clearance. The Board may impose an administrative fine equal to 0.1% of the undertaking\'s annual gross revenue determined in accordance with the statutory rules. In a merger, the fine may be imposed on each merging party. In an acquisition, it is imposed on the acquirer.

In addition, Article 11 authorises the Board to review an unnotified transaction ex officio. Even if the transaction is ultimately found not to infringe the substantive prohibition in Article 7, a fine may still be imposed for failure to notify.

If the transaction itself is found to infringe Article 7, the Board may order the transaction to be terminated, require the elimination of the unlawful factual situation, order the return or divestment of shares or assets and prevent the purchaser from participating in the management of the acquired undertaking until the required divestment is completed.

Moreover, substantive infringements of Article 7 may attract administrative fines of up to 10% of annual gross revenue under Article 16.

The Board\'s recent decisional practice also demonstrates that the standstill obligation is actively enforced. In its 2025 Tekfen Holding decision, the Board imposed an administrative fine on the acquiring economic unit for acting in a manner indicating implementation of control before clearance and held that the acquisition of sole control was not legally valid pending its final decision.

9. Conclusion

Turkish merger control analysis requires more than comparing headline turnover figures. The assessment should begin with whether the proposed transaction creates a lasting change of control, continue with the identification of the correct undertakings and economic units for turnover purposes under Article 8, and then apply the thresholds set out in Article 7.

Following the 2026 amendments, the new TRY 3 billion, TRY 1 billion and TRY 9 billion thresholds, together with the special TRY 250 million threshold applicable to certain Türkiye-established technology undertakings, should be considered at an early stage of transaction planning.

Where notification is required, obtaining Competition Board clearance before closing, preserving the parties\' commercial independence between signing and closing, and postponing integration until clearance are essential elements of managing gun-jumping risk.