Turkish Competition Law Newsletter - 2026 Winter Issue

Introduction

Welcome to the 2026 Winter edition of the Paksoy Turkish Competition Law Newsletter series. The Turkish competition landscape keeps evolving, with significant enforcement actions and novel precedents emerging regularly. This issue offers a concise yet comprehensive overview of the most important developments shaping antitrust practice in Türkiye. We cover recent amendments to the Turkish merger control regime, the Turkish Competition Authority’s (the “Authority”) latest merger control statistics, gun-jumping enforcement in technology transactions, self-preferencing concerns in vertically integrated markets, self-preferencing allegations in the postal and courier services market, and asset transfer acquisitions in the aviation fuel sector.

We start by examining the recent amendments to Communiqué No. 2010/4 introduced by Communiqué No. 2026/2, which entered into force on 11 February 2026. These amendments bring significant changes to the Turkish merger control regime, including increased turnover thresholds, a refined framework for technology undertakings, clarified definitions of key concepts and a simplified Standard Notification Form. We then review the Authority’s 2025 Merger Control Outlook Report, which reveals record-breaking transaction volumes and historic highs in transaction values. The Authority reviewed 416 merger and acquisition transactions in 2025, representing the highest number in thirteen years. Total transaction values reached TRY 466 billion for domestic targets, the highest recorded since the Authority began publishing these reports.

From there, we turn to the Turkish Competition Board’s (the “Board”) MTG Gaming decisions, a trilogy of enforcement actions that underscore the Authority’s intensifying stance against gun-jumping violations. These decisions involve three separate acquisitions of gaming companies completed without prior notification. They highlight critical compliance challenges for acquirers of technology undertakings, particularly the technology undertaking exception that can trigger filing obligations even where target companies have minimal Turkish turnover.

On the abuse of dominance front, we analyse the Board’s Mars decision, a landmark case addressing self-preferencing concerns in the film screening and distribution sectors. This decision carries significant weight for vertically integrated undertakings across all industries. It establishes that equal treatment of affiliated and independent counterparties must be demonstrated through objective, verifiable standards. The behavioural commitments accepted by the Board, including capacity allocation rules and objective continuation criteria, reflect the growing sophistication of remedy design in Turkish competition enforcement.

We continue with another self-preferencing case, examining the Board’s decision concerning Trendyol and Hepsiburada, which addresses self-preferencing allegations in the postal and courier services market by leveraging dominance in the e-marketplace. It provides important guidance on the competitive dynamics between vertically integrated e-marketplace operators and their affiliated logistics services.

Finally, we turn to the Board’s THY Opet/Shell decision, which provides important guidance on the circumstances under which asset transfers constitute acquisitions subject to merger review. The decision confirms that transfers resulting in a change of control fall within the scope of merger notification requirements, even where no share transfer occurs or where the transferred assets do not constitute a distinct legal entity. It also illustrates the Board’s methodology in defining relevant markets in infrastructure-intensive sectors such as aviation fuel.

In summary, this Winter Issue provides a comprehensive overview of the most significant recent developments and landmark decisions shaping the competitive landscape in Türkiye. We trust that readers will find this edition both informative and of practical value.

Togan Turan

Turkish Merger Control Update: Communiqué No. 2010/4 Amended with Increased Thresholds and Streamlined Filings

 

On 11 February 2026, the Turkish Competition Authority (the “Authority”) published Communiqué No. 2026/2 Amending the Communiqué on Mergers and Acquisitions Calling for the Authorisation of the Competition Board (the “Amending Communiqué” or “Communiqué No. 2026/2”), introducing new rules to the Turkish merger control regime^[1]. The amendments include an increase in turnover thresholds triggering the requirement for obtaining approval in merger and acquisition transactions, introduces substantive changes to the ‘technology undertaking’ exception, which provides a different turnover threshold rule for acquisitions of undertakings active in certain critical sectors, refines the definition of “transaction party”, and simplifies the Standard Notification Form. These changes are expected to have far-reaching implications for both domestic and international transactions.

The amendments entered into force on the date of publication and the key amendments introduced by Communiqué No. 2026/2 are summarised below:

Increase in Turnover Thresholds

The principal amendment introduced by Communiqué No. 2026/2 is the increase of the turnover thresholds triggering the approval of the Turkish Competition Board (the “Board”) approval. According to the Authority, the turnover thresholds applicable to notifiable transactions were updated in light of changes in various macroeconomic indicators. Accordingly, the individual threshold, previously TRY 250 million (approximately USD 6.3 million and EUR 5.6 million), has been increased to TRY 1 billion (approximately USD 25.3 million and EUR 22.3 million); the Turkish turnover threshold of TRY 750 million (approximately USD 19 million and EUR 16.8 million) has been increased to TRY 3 billion (approximately USD 76 million and EUR 67.1 million) and the worldwide turnover threshold of TRY 3 billion has been increased to TRY 9 billion (approximately USD 227.9 million and EUR 201.2 million).

As a result, a transaction resulting in a change of control must be notified in Türkiye if one of the following alternative turnover thresholds under Article 7(1) of Communiqué No. 2010/4 is met:

• The aggregate turnover of the transaction parties in Türkiye exceeds TRY 3 billion and the Turkish turnover of at least two of the transaction parties each exceeds TRY 1 billion; or
• In acquisition transactions, the Turkish turnover of the assets or activities subject to the transfer, and in merger transactions, 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.

Refined Regulation for Technology Undertakings

In 2022, with the entry into force of Communiqué No. 2022/2 (“Communiqué No. 2022/2”) amending Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorisation of the Competition Board (“Communiqué No. 2010/4”), the Authority introduced a new element to the assessment of the need to report acquisitions involving “technology undertakings”, providing an exemption from the relevant turnover thresholds. Under Communiqué No. 2022/2, the thresholds relating to the Turkish turnover of the target (the “TRY 250 million Turkish turnover thresholds”) would not apply to transactions involving targets active in the fields of digital platforms, software or gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and health technologies (i.e., technology undertakings), provided that they: (i) operate in the Turkish geographical market, or (ii) conduct research and development activities in the Turkish geographical market, or (iii) provide services to Turkish users.

Communiqué No. 2026/2 narrows the scope of the ‘technology undertaking’ exemption to undertakings based in Türkiye and amends the applicable turnover threshold for entities falling within this category. Accordingly, in merger transactions where at least one of the transaction parties is a technology undertaking based in Türkiye, and in acquisition transactions where the acquired undertaking is a technology undertaking based in Türkiye, the TRY 1 billion Turkish turnover thresholds set out in Article 7(1)(a) and (b) of Communiqué No. 2010/4 shall be applied as TRY 250 million.

The lower thresholds stipulated for technology undertakings indicate that the objective of closely monitoring concentrations in digital markets must be maintained. However, crucially, the exception now applies to technology undertakings “based in Türkiye”, representing a narrowing of scope compared to the previous formulation which applied to technology undertakings operating in the Turkish geographical market, conducting R&D activities in Türkiye, or providing services to Turkish users.

This means that transactions involving undertakings operating in digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies will continue to be subject to Board supervision with lower thresholds, provided the technology undertaking is based in Türkiye.

Clarification of the Definition of “Transaction Party”

The amendments have refined the definition of certain key concepts under Article 4 of Communiqué No. 2010/4:

• “Undertaking concerned” is now defined as: in merger transactions merging persons or economic units; in acquisition transactions, the acquirer and the person or economic units subject to transfer.
• “Transaction party” is now defined as: in merger transactions, the economic units to which the merging undertakings concerned belong; in acquisition transactions, the economic units to which the acquiring undertaking concerned belong; as for the undertaking concerned subject to the transfer, it refers to that undertaking itself and the economic units it controls.

Prior to the amendments introduced by Communiqué No. 2026/2, the definition of “relevant undertaking” was largely similar, although it referred to “in acquisition transactions, the acquirer or the person or economic units subject to transfer”. By contrast, the definition of “transaction party” was previously less clear, simply referring to the “undertaking party to a merger or acquisition”. While the ambiguity regarding the distinction between these concepts had largely been addressed through the Guidelines on Undertakings Concerned, Turnover and Ancillary Restraints in Mergers and Acquisitions (the “Guidelines”), this clarification is welcome, particularly in terms of the increased certainty it provides for turnover calculations and information disclosure obligations under the Standard Notification Form.

A clarification along similar lines has also been introduced under Article 8(2) of Communiqué No. 2010/4, specifying that, for the purposes of calculating the turnover thresholds referred to in Article 7(1), in acquisition transactions involving the transfer of parts (whether or not having legal personality), only the turnover of the transferred part shall be taken into account for the transferred party.

New Framework for Coordination Analysis in Joint Ventures

Article 13 of Communiqué No. 2010/4 has been amended to further clarify the framework for assessing coordinated effects in joint ventures. While the previous version of Article 13(3) already provided that the Competition Board would assess joint ventures with a restrictive object or effect on competition, the amendment introduces minor but notable clarifications. In particular, the wording “formation of a joint venture” has been replaced with “establishment of a joint venture”, and the focus on the joint venture parents has been reinforced by adding the term “parent” before the word “undertakings”. Although the Board’s approach to coordinated effects had already been recognised under the Guidelines on the Assessment of Horizontal Mergers and Acquisitions (“Horizontal Guidelines”), this amendment expressly incorporates that concept into the Communiqué itself and clearly defines the scope of the relevant assessment.

In addition, Article 13(4) now specifies that, in conducting this assessment, the Board shall particularly consider whether two or more transaction parties have significant activities in the same market as the joint venture, or in upstream, downstream or closely related neighbouring markets, and whether the coordination directly resulting from the establishment of the joint venture is likely to eliminate competition between the parent undertakings in respect of a substantial part of the relevant products or services.

Overall, this amendment constitutes an important development, as it provides a clearer framework for the Board’s assessment of potential anticompetitive coordination between parent companies in joint-venture transactions.

Simplification of the Standard Notification Form

The revised Standard Notification Form introduces certain simplifications that seek to reduce the administrative burden on notifying parties. The amendments provide that certain information does not need to be submitted where in any affected market in Türkiye, the combined market share of the transaction parties is below 15% for horizontal relationships, or the market share of any transaction party is below 20% for vertical relationships.

Where the above conditions are met, the parties are exempt from providing the information required under certain detailed sections of the Notification Form, namely:

• Section 3 (Market Information), except subsections 3.1–3.6, which cover the definition of relevant and affected markets (including NACE codes), data on Turkish market size, the parties’ Turkish sales and market shares, competitors with market shares above 5% and any other markets where the transaction may have significant effects.
• Section 4 (Joint Ventures), except subsections 4.1 and 4.2, which cover the joint control structure and the full-functionality assessment of the joint venture.
• Section 5, except subsections 5.1–5.5, which cover contact and identification details for the notifying parties, representatives, other transaction parties, relevant contact persons and competitors listed under subsection 3.5.

In addition, where there are no affected markets in Türkiye, the parties are not required to complete subsections 3.2–3.6 (affected market definition, Turkish market size, the parties’ sales and market shares, competitors above 5% and other potentially affected markets).

The revised Standard Notification Form also introduces specific relief for transactions involving venture capital investment trusts, venture capital investment funds, venture capital firms or individual participation investors. Where such entities are the acquiring or merging transaction party (other than the target), they are only required to provide Türkiye-specific information under subsections 2.2 and 2.4, which relate to the fields of activity of the undertakings concerned and transaction parties. In addition, where such parties declare that the worldwide turnover threshold is exceeded, it is sufficient to provide only the specific turnover information for Türkiye required under subsection 2.5.

A comparison of the new and old Standard Notification Forms also indicates that certain categories of information have been removed entirely, including the worldwide market share data for affected markets (previously required under the old Form, notably in sections 3.5 and 3.7).

These changes are expected to significantly reduce the information burden, particularly for transactions involving parties with limited presence in Turkish markets.

Transitional Provision for Ongoing Reviews

A new Additional Article 1 has been introduced to address transactions currently under review. It provides that, where the turnover thresholds set out under Article 7 Communiqué No. 2010/4 or other conditions that qualify as notifiable are amended, the Board shall, by decision, terminate the ongoing review processes for merger or acquisition transactions which, as of the date such amendment enters into force, are found to fall below the revised turnover thresholds or otherwise fail to meet the applicable conditions.

Accordingly, given that the revised turnover thresholds entered into force on 11 February 2026, transactions currently under review by the Turkish Competition Authority’s, which no longer qualify as notifiable under the new thresholds, will be discontinued by a Board decision. This transitional rule provides welcome clarity and procedural relief for parties to pending transactions that no longer trigger a filing requirement.

Implications and Outlook

The amendments introduced by Communiqué No. 2026/2 constitute a recalibration of Türkiye’s merger control regime and are expected to have several significant practical implications. Firstly, the increase in the turnover thresholds will likely exempt a considerable number of small and mid-sized transactions from the notification requirement, allowing such transactions to be completed more swiftly while enabling the Authority to allocate its resources to concentrations that are more likely to raise substantive competition concerns.

Secondly, while the revised framework for technology undertakings confirms that the Authority’s policy of close scrutiny in digital and innovation-driven markets remains in place, the scope of the exception has been narrowed by limiting its application to technology undertakings “based in Türkiye”. However, the precise meaning of this concept is not yet entirely clear. In its public announcement, the Authority noted that amendments to the relevant guidelines, aligned with the updated version of Communiqué No. 2010/4, will be published subsequently on its website. Accordingly, further clarification as to the interpretation of “based in Türkiye” is expected to emerge through the amended guidelines and forthcoming decisions of the Competition Board. In the meantime, acquirers should continue to assess carefully whether a target may fall within this category, as this would trigger the application of the lower turnover thresholds.

Thirdly, the simplifications introduced to the Standard Notification Form, including the conditional exemptions from detailed market information requirements and the specific relief granted to venture capital and private equity-type investors, are expected to reduce the administrative burden and costs associated with filings. However, in practice, parties should remain mindful that the Authority frequently issues requests for further information even in non-problematic cases, which may prolong the review process despite the availability of simplified filing requirements.

In addition, the amendments provide greater legal certainty by refining the definitions of “undertaking concerned” and “transaction party”, which should facilitate turnover calculations and clarify the scope of information to be provided in notifications, particularly in transactions involving broader corporate groups. The clarification regarding turnover calculation in asset or business transfers is likewise expected to reduce interpretative uncertainties.

The amendments also strengthen the analytical framework for joint ventures by explicitly incorporating coordinated effects assessment into the Communiqué and clarifying the factors to be considered by the Board.

Finally, the introduction of Additional Article 1 provides welcome procedural clarity for transactions already under review, as it confirms that ongoing filings falling below the revised thresholds or no longer meeting the applicable conditions as of 11 February 2026 will be terminated by a Board decision. This transitional provision offers practical relief for parties whose transactions would not have been notifiable under the amended regime.

Overall, market participants should review both pending and contemplated transactions in light of the revised thresholds, the narrowed technology undertaking framework and the simplified notification requirements, particularly given the Authority’s continued practice of actively engaging with notifying parties during the initial review period.

by Fırat Eğrilmez, Oğulcan Halebak, Mete Erdoğan

Turkish Competition Authority Publishes 2025 Merger Control Outlook Report

 

The Turkish Competition Authority (the “Authority”) released its long-awaited 2025 Merger Control Outlook Report (the “Report”) on 7 January 2026, providing comprehensive statistics and analysis of merger and acquisitions transactions, as well as privatisation transactions reviewed during 2025.

Record-breaking transaction volume

The Authority reviewed a total of 416 merger and acquisition transactions in 2025, representing the highest number of transactions reviewed in the last thirteen years, representing a 33.8% increase compared to 2024, when 311 transactions were reviewed. The average number of transactions reviewed annually during the 2013-2025 period was 241.

Transaction values reach historic highs

Excluding privatisations, 162 transactions involved target companies established in Türkiye, with a total transaction value of TRY 466.113 billion (USD 11.81 billion). This represents the highest transaction value recorded since the Authority began publishing Merger Control Outlook Reports in 2013, in both Turkish lira and US dollar terms. Compared to 2024, transaction values increased by approximately 142.9% in nominal Turkish lira terms and 101.8% in US dollar terms.

Additionally, the Authority reviewed 19 privatisation transactions in 2025, with a combined value of TRY 108.045 billion (USD 2.74 billion). Of these, seven transactions were conducted by the Savings Deposit Insurance Fund, with a total value of TRY 60.780 billion (USD 1.54 billion).

Influence of foreign transactions remains significant

Of the 416 transactions reviewed, 95 involved parties exclusively established in Türkiye, whilst 219 involved parties exclusively established outside Türkiye. The remaining 74 transactions involved both Turkish and foreign parties.

Notably, a total of 226 transactions involved targets established outside Türkiye, with a combined declared transaction value of TRY 18.882 trillion (USD 478.31 billion). This substantial figure underscores the increasingly broad jurisdictional impact of Türkiye’s merger control thresholds on foreign-to-foreign transactions, particularly as the number of transactions involving exclusively foreign parties increased from 160 in 2024 to 219 in 2025. This trend continues to suggest that Türkiye’s turnover thresholds are increasingly capturing transactions with limited direct nexus to Turkish markets.

Foreign investment in Turkish companies

Foreign investors participated in 55 transactions involving Turkish target companies in 2025: German investors were in the lead with 9 transactions, followed by French investors with 6. The total investment value in these 55 transactions was approximately TRY 277.462 billion (USD 7.03 billion), representing approximately 48.3% of the total transaction value of all Türkiye transactions in 2025 (including privatisations).

This figure of USD 7.03 billion represents the second-highest foreign investment value recorded since 2013, demonstrating continued robust foreign investor appetite for Turkish assets, notwithstanding prevailing global economic uncertainties.

In comparison, during 2024, foreign investors participated in 47 transactions involving Turkish target companies, with a total investment value of approximately TRY 99 billion (USD 3.03 billion). The substantial year-on-year increase highlights the marked acceleration in foreign investor interest in the Turkish market.

Sectoral distribution: key sectors

By transaction volume, “computer programming, consulting and related services” and “electricity generation, transmission and distribution” were the leading sectors for Türkiye transactions in 2025. By transaction value, however, the “monetary intermediation activities” sector recorded the highest figure.

When analysed by broader economic activity categories, the “wholesale and retail trade; repair of motor vehicles and motorcycles” sector recorded the highest transaction value at TRY 110.7 billion across 24 transactions. “Financial and insurance activities” ranked second with TRY 95.9 billion across 9 transactions, whilst “manufacturing” came third with TRY 92.7 billion across 55 transactions.

Review timelines and administrative efficiency

Transactions notified to the Authority in 2025 were finalised within an average of 10 days following the final notification date. This timeframe refers to the period following the completion of all information and document requests by the Authority, rather than from the initial filing date.

Phase II reviews

Two transactions proceeded to Phase II review by the Turkish Competition Board (the “Board”) during 2025:

• One transaction was conditionally cleared following the parties’ submission of commitments (remedies) designed to address the Board’s competition concerns. The acceptance of these commitments allowed the transaction to proceed subject to the parties’ compliance with the agreed remedies, which would have been structured to eliminate any identified risks to effective competition in the relevant markets.
• One transaction remained under Phase II review as at year end, with the investigation process remained ongoing as at year end.

Implications and outlook

The 2025 statistics reflect the Authority’s increasingly active role in merger control enforcement. The record-breaking transaction numbers, combined with substantial increases in transaction values, indicate both heightened M&A activity in Türkiye and the broad jurisdictional reach of Turkish merger control thresholds.

The significant proportion of foreign-to-foreign transactions reviewed in 2025, combined with the current turnover thresholds and prevailing exchange rates, continues to trigger notification obligations for transactions with limited direct nexus to Turkish markets. Furthermore, the substantial increase in foreign investment values – reaching USD 7.03 billion and representing approximately 48.3% of total Türkiye Transaction values – suggests that Türkiye remains an attractive destination for cross-border M&A activity despite global economic headwinds.

From a sectoral perspective, the concentration of transactions in technology-related sectors, particularly computer programming and software services, alongside traditional sectors such as electricity generation and financial intermediation, reflects broader trends in digital transformation and energy transition investments.

For businesses contemplating M&A transactions, these statistics highlight the importance of early assessment of Turkish notification requirements and careful timeline planning to account for the Authority’s review process.

by Selen Toma, Mete Erdoğan

Gun-Jumping Risks Related to Türkiye’s Technology Undertaking Exception: Lessons from the MTG Gaming Decisions

 

Introduction

On 25 September 2025, the Turkish Competition Board (the “Board”) issued three parallel decisions that underscore an intensifying enforcement trend against gun-jumping in merger control proceedings. Three separate administrative monetary fines were imposed on Modern Times Group MTG AB (“MTG”) for completing three acquisitions of gaming companies, namely Plarium Global Ltd. (“Plarium”), Snowprint Studios AB (“Snowprint”) and AutoAttack Games Ltd. (“AutoAttack”), without prior notification to the Turkish Competition Authority (the “Authority”), despite all three transactions being subject to mandatory clearance requirements.

While the transactions were ultimately approved on their merits, MTG nevertheless faced administrative fines for procedural violations. These decisions highlight a critical compliance challenge for acquirers of technology companies, particularly the technology undertaking exception for standard merger notification thresholds, which can trigger filing obligations even where target companies have minimal Turkish turnover or limited local presence.

The Legal Framework

Under Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorisation of the Competition Board (“Communiqué No. 2010/4”), a transaction resulting in a permanent change of control must be notified if it meets one of two standard turnover tests. First, the aggregate Turkish turnover of the transaction parties must exceed TL 750 million (approximately USD 22.8 million) and at least two parties must each have Turkish turnover exceeding TL 250 million (approximately USD 7.6 million). Second, in acquisitions, the Turkish turnover of the transferred assets or business must exceed TL 250 million and at least one other party must have worldwide turnover exceeding TL 3 billion (approximately USD 91.4 million). In mergers, the Turkish turnover of any party must exceed TL 250 million (approximately USD 7.6 million) and at least one other party must have worldwide turnover exceeding TL 3 billion (approximately USD 91.4 million).

However, these standard thresholds become irrelevant where the target qualifies as a technology undertaking and is active in Türkiye’s geographical market, conducts R&D activities in Türkiye, or provides services to Turkish users. Technology undertakings are broadly defined to include those operating in digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies. Under this exemption, introduced by Amendment Communiqué No. 2022/2 in 2022^[2], the Board’s approval may be required regardless of whether the target meets the TL 250 million Turkish turnover threshold.

In addition, Article 10(8) of Communiqué No. 2010/4 stipulates that the completion date of a merger or acquisition is the date when control changes. Parties must therefore notify the Board of the transaction before the change of control occurs. This suspension requirement is fundamental to merger control regimes worldwide, ensuring that competition authorities can assess transactions before they alter market structures and preventing parties from creating irreversible competitive harm or presenting authorities with a done deal.

The Three Transactions: A Clear Pattern of Non-Compliance

Between September 2023 and February 2025, MTG completed three acquisitions of gaming companies without prior notification to the Authority. First, on 5 October 2023, MTG acquired majority ownership and sole control of Snowprint, a developer and publisher of free-to-play mid-core tactical mobile games including Warhammer 40,000: Tacticus, Rivengard and Legend of Solgard. Second, on 1 April 2024, MTG acquired all assets and sole control of AutoAttack, a computer game developer whose flagship title is “Legion TD 2”, a team-based tower defence game. Third, on 12 February 2025, MTG acquired sole control of Plarium, a mobile video game developer and publisher whose games are compatible with both iOS and Android operating systems and are distributed through third-party mobile application stores.

All three transactions shared the same defining feature. They were completed without the mandatory merger control filing with the Authority and the notification forms were submitted only retrospectively on 19 August 2025. The Board determined that all three transactions were subject to mandatory notification under the technology undertaking exception set forth in Article 7(2) of Communiqué No. 2010/4. As each target company (Snowprint, AutoAttack and Plarium) operated in the gaming software sector, they qualified as “technology undertakings” in accordance with Article 4(1)(e) of Communiqué No. 2010/4.

As a result, the TL 250 million Turkish turnover threshold ordinarily applicable to the transferred undertaking was not applicable. Instead, notification was triggered based on the acquirer’s worldwide turnover exceeding TL 3 billion. In each case, MTG’s worldwide turnover exceeded this threshold, rendering all three transactions notifiable under Article 7(1)(b) of the Communiqué.

MTG argued that it was unaware of the technology undertaking exception introduced by Amendment Communiqué No. 2022/2 in 2022 at the time the transactions were completed. MTG maintained that, because the target companies’ Turkish turnover fell below TL 250 million, it believed the standard thresholds under Communiqué No. 2010/4 were not met. The Board firmly rejected this defence, noting that Amendment Communiqué No. 2022/2 entered into force on 4 May 2022, well before all three transactions closed. The Board concluded that the parties’ claim that they were unaware of the technology undertaking exception could not be accepted as a valid justification for failing to notify the transactions and imposed administrative monetary fines on MTG for each acquisition, with administrative fines totalling TL 723,129, consisting of three separate fines of TL 241,043 each^[3], across the three transactions.

These decisions establish an important principle: lack of awareness of notification requirements is not a defence for gun-jumping violations, particularly where the relevant regulations have been in force for a substantial period. The Board’s position aligns with the legal maxim ignorantia juris non excusat, meaning that ignorance of the law is no excuse. The rejection of MTG’s defence sends a clear message to market participants that companies operating in regulated sectors must maintain robust compliance processes, including early legal review of potential notification obligations. Acquirers continue to be clearly responsible for ensuring that they understand and comply with applicable merger control rules.

It is also worth noting that while the fine amount appears modest for a multinational corporation, it reflects the application of the statutory minimum threshold rather than any leniency by the Board. Pursuant to Article 16(1) of Law No. 4054, administrative monetary fines for failure to notify transactions subject to mandatory clearance are calculated at 0.1% of the undertaking’s annual gross revenue from the preceding financial year. Given MTG’s minimal Turkish turnover in the 2024 financial year, the calculated fine fell below the statutory floor. Accordingly, the Board applied the minimum fine threshold of TL 241,043 as prescribed by Communiqué No. 2025/1 on the Increase of the Administrative Monetary Fine Lower Limit Stipulated in Article 16(1) of Law No. 4054 on the Protection of Competition, valid until 31/12/2025 (“Communiqué No. 2025/1”). Had MTG’s Turkish operations been more substantial, the 0.1% calculation could have resulted in significantly higher fines.

A Growing Enforcement Trend in Technology Transactions

The MTG decisions follow a broader enforcement pattern against gun-jumping. In the Elon Musk/Twitter decision^[4], the Board imposed administrative monetary fines for completing the acquisition without notifying the Authority. The Board determined that, as Twitter is a social network, online advertising platform and data licensing service provider, it constitutes a digital platform and therefore a “technology undertaking” under Article 4(1)(e) of Communiqué No. 2010/4. Since Elon Musk’s worldwide turnover for the 2021 financial year exceeded TL 3 billion, the TL 250 million Turkish turnover threshold applicable to the target was not applicable, pursuant to Article 7(2) of Communiqué No. 2010/4, rendering the transaction subject to mandatory Board approval. This decision signalled the Board’s willingness to pursue gun-jumping violations in high-profile, cross-border transactions and established the analytical framework subsequently applied in the MTG trilogy.

More recently, in Param/Kartek Holding^[5], the Board assessed whether the acquisition of sole control by Param Holding International Coöperatief U.A.’ over Kartek Holding A.Ş. had been completed without prior approval. Notably, Kartek operated in the financial technology sector, meaning the sectoral turnover threshold exception was applicable. The transaction would have exceeded standard turnover thresholds absent this exception. Nevertheless, the Board imposed an administrative monetary fine because the parties had closed the transaction before obtaining clearance.

The MTG trilogy builds upon this enforcement trajectory, with the added dimension of repeated non-compliance. By imposing three separate fines for three separate transactions, the Board demonstrated that each violation will be assessed and sanctioned independently, compounding the consequences for parties that fail to implement adequate compliance processes.

Conclusion

The three MTG decisions represent a significant enforcement action by the Board against gun-jumping in the technology sector, continuing a trend established in prior decisions including Elon Musk/Twitter and Param/Kartek. By sanctioning MTG for completing three separate acquisitions of gaming companies without prior notification and by firmly rejecting ignorance of the technology undertaking exception as a defence, the Board reinforced several critical principles.

First, procedural compliance is non-negotiable, regardless of the ’substantive competitive impact of the transaction. Second, each transaction will be assessed independently, exposing repeat offenders to cumulative sanctions. Third, sectoral exceptions to turnover thresholds do not exempt parties from the suspension requirement. Finally, the modest amount of fines in these cases, which reflects MTG’s limited Turkish revenue, should not obscure the broader compliance imperative. Gun-jumping violations create formal sanctions, reputational risk and potential complications for future transactions.

As competition authorities worldwide intensify enforcement against procedural violations, the MTG decisions (viewed alongside the Elon Musk/Twitter and Param/Kartek precedents) serve as a timely reminder that merger control compliance must begin at the earliest stage of deal planning rather than at the closing table. For companies operating in the technology sector, where the regulatory landscape continues to evolve and notification thresholds are increasingly divorced from traditional revenue metrics, robust compliance processes are not only advisable, they are essential. Practitioners and in-house counsel should therefore ensure that transaction planning includes early verification of both notification triggers and any applicable sectoral carve-outs, recognising that lack of awareness provides no defence to gun-jumping liability.

by Fırat Eğrilmez, Lara Akça

Self-Preferencing Under Scrutiny: How the Turkish Competition Board’s Mars Decision Reshapes the Rules for Vertically Integrated Undertakings

 

Introduction

The Turkish Competition Board (the “Board”) published the reasoned decision regarding its investigation against Mars Entertainment Group A.Ş. (“Mars”) and Cj Enm Medya Film Yapım ve Dağıtım A.Ş. (“CJ”), accepting commitments designed to address self-preferencing concerns in the film screening and film distribution sectors. The investigation was initiated based on confidential complaints filed in April and May 2024, which led to a preliminary examination followed by a full-fledged investigation launched in August 2024^[6].

Both Mars and CJ applied to submit commitment letters, respectively in November and December 2024, which the Board approved for negotiation, with final commitment texts submitted in August 2025. The reasoned decision itself provides detailed findings, enabling a thorough examination of the parameters considered in determining Mars’ dominant position, the manner in which the abuse of dominance was established and the commitments offered. This article provides an overview of the Board’s assessment of the relevant markets and dominant position, the nature of the commitments and the resulting findings on abuse of dominance.

Scope of the Complaint

The confidential complaint alleged that Mars Group, operating across production, distribution and screening segments, held a monopoly-like position in the screening market. Specific allegations included that Mars’ vertically integrated structure led to discriminatory practices, with many films having direct distribution and/or production relationships with Mars Group receiving more screens, longer screening durations and preferential treatment. The complaint asserted that Mars leveraged its screening market power in its distribution activities, distorting fair competition in the distribution market and compelling producers to work with Mars Group’s distribution companies, thereby marginalising alternative distributors.

The complaint further stated that many films that had a direct distribution and/or production relationship with Mars Group were screened on a greater number of screens and in more theatres for longer durations, and that Mars Group’s use of the market power it obtained through screening activities in its distribution-related activities led to the distortion of fair competitive conditions in the distribution market, thus paving the way for monopolisation and ultimately violating Law No. 4054 on the Protection of Competition (“Law no. 4054”).

The Board’s Assessments

Relevant Product and Geographic Markets

Activities in the cinema sector are basically divided into three main stages: (i) the production market, where an idea is transformed into a film; (ii) the distribution market, involving the delivery of a completed motion picture to various locations across different regions; and (iii) the screening market, where motion pictures are presented to audiences. The Mars Group engages in limited and non-continuous activities in the production market through CJ.

With respect to the distribution market, it has been stated that, although the main players in the market do not change very frequently, market shares may fluctuate, the primary reason being that a distributor which undertakes the distribution of a highly popular film may attain a high market share in the relevant year even if it distributes only a small number of films. Finally, regarding the screening market, it is indicated that, when assessed based on audience numbers, the sector has generally been contracting and that it has followed a volatile trend in the post-pandemic period.

As a result of the assessments carried out, it was concluded that, particularly as regards screening services, alternative screening channels, including streaming platforms, do not constitute substitutes for cinemas from the perspective of both producers and final consumers (i.e., audiences). According to the Board, cinema offers a unique film-viewing experience that cannot be replicated through any other screening medium, owing to its distinctive atmosphere. Specifically, the large screen and the high-quality visual and audio technology provided by cinemas differentiate them from alternative screening channels, positioning them distinctly in the eyes of audiences. Moreover, according to the Board, cinema is not merely a film-viewing activity but is also regarded as a social experience. Therefore, the Board considered that each of the screening, distribution and production activities constitute separate relevant product markets and, within the scope of the case file, defined the relevant product markets as the market for cinema film screening services and the market for the distribution of films for the purpose of their screening in cinemas.

Both markets were defined geographically as Türkiye. For screening services, this was based on Mars’ nationwide presence and the fact that the alleged conduct was not specific to any sub-region. For distribution services, the Board noted that distributors operate on a national scale, with their fundamental motivation being to secure screenings in the maximum number of locations across the country and to remain on screen for as long as possible. Since there were no factors differentiating competitive conditions within the country or requiring regional segmentation, Türkiye was determined to be the appropriate geographic market for both product markets.

Determination of the Investigation Parties

Before addressing the abuse allegations, the Board examined the corporate structure of the parties. Although Mars and CJ are controlled by the same ultimate parent company (CJ Corporation, headquartered in Seoul) and constitute a single economic entity for competition law purposes, the Board analysed their operational data separately. This approach was adopted because on-site inspections revealed that Mars and CJ do not operate as a single undertaking in their day-to-day operations and because separate analysis allowed for a more precise identification of the competitive concerns on an actor-by-actor basis. Mars operates both screening (under the Paribu Cineverse brand) and distribution (as CGV Mars) within the same legal entity, whilst CJ operates as a distinct legal entity in Türkiye with separate management structures, though both ultimately report to CJ Corporation in Korea. For this reason, both entities were treated as investigation parties under the Mars Group.

Abuse of Dominant Position

Assessment of Dominance

The Board found that Mars held a dominant position in the cinema screening market based on multiple indicators spanning 2015-2024. Mars maintained market shares based on box office revenue and audience number consistently and materially surpassing its nearest competitor, Cinema Pink. During 2020-2024, Mars’ market shares remained several times greater than those of its closest rival across both national and key metropolitan markets (Istanbul, Ankara, İzmir), which collectively represent approximately half of the national box office.

Beyond revenue-based market shares, Mars commanded a substantial lead in capacity metrics. It held greater numbers of cinema locations, screens per location and seats per screen than any competitor, with capacity shares persistently exceeding its closest rival. Even the combined capacity of the five principal competitors failed to equal Mars’ aggregate capacity. Taking all these factors together, the Board concluded that Mars’ market shares in terms of box office revenue and audience numbers across Türkiye generally exceeded 40%, which is commonly regarded as the threshold for dominance and remained considerably high even when compared to its closest competitors.

The Board further identified barriers to entry and growth, including Mars’ financial strength, brand recognition, advanced cinema technology (such as IMAX and 4DX), existing excess capacity and vertically integrated structure. Additionally, considering that cinemas are nowadays predominantly located within shopping malls, the significant decline in the number of newly opened shopping malls was observed to constitute a barrier to market entry and growth, particularly for small and mid-scale screeners other than Mars, which do not enjoy the financial advantages of vertical integration. Moreover, an examination of market entry and exit dynamics during the 2020-2024 period indicates that market entry and/or growth potential in the market is weak.

Finally, in light of Mars’ position in the market, it is understood that distributors are not sufficiently large to discipline the Mars Group’s conduct. The Board notes that there are no alternative sources of supply that could be considered viable vis-à-vis Mars in the relevant market and distributors do not have the ability to create their own supply within a reasonable period of time. Accordingly, the Board concluded that distributors did not possess countervailing buyer power against Mars and taking all factors into account, the Board concluded that Mars held a dominant position in screening market.

Examination of Alleged Abusive Practices

Within the scope of the case file, the allegation under examination is that Mars abused its dominant position in the market for cinema film screening services by structuring its screening schedules in favour of films that it distributes itself, resulting in the breach of Article 6 of Law No. 4054.

First, with regard to the allegation that films distributed by the Mars Group were granted more favourable screening schedules in Mars-owned cinemas, the location opportunities offered by Mars for films released during the same period were analysed based on their distributors. In this context, it was concluded that, due to Mars’ dominant position in the screening market and its engagement in distribution activities within the same economic unit, Mars’ conduct has the potential to harm the effective competition in the film distribution market. Indeed, the fact that Mars is dominant in the screening market and screens films distributed by its own economic unit in a greater number of locations, particularly in locations generating higher box office revenues, may hinder the ability of other players active in the distribution market to compete.

Moreover, based on the data examined for 2024 in general, it is observed that, when structuring its screening schedules, Mars offered locations in a manner favouring films distributed by CGV Mars^[7]. In order to determine whether Mars engaged in such conduct, the Board conducted a comparative analysis of (i) the availability of films at Mars locations by distributor throughout their theatrical run; (ii) the availability of films at Mars locations by distributor during their initial weeks of release; and (iii) the availability of films at Mars’ key locations (the top 10 highest-grossing locations for the relevant film genre) by distributor during their initial weeks of release, each compared against the average box office revenue shares obtained from Mars screenings during the relevant periods.

The screening schedules for animated films during the one-week school mid-term holiday period were also examined from various perspectives. Accordingly, it is understood that Mars structured its screening schedules in favour of films distributed by CGV Mars.

Finally, it was determined that the share of box office revenue that CGV Mars derived from screenings at Mars cinemas increased to an unprecedented degree during the period under review, a phenomenon that cannot be explained by any objective market reality and, when considered together with the other analyses set out in the relevant sections, indicates that Mars structured more intensive and higher-quality screening schedules for films distributed by CGV Mars, thereby favouring its own distribution activities.

On this basis, it was found that, despite the average box office revenue of films distributed by CGV Mars in 2024 being lower than those of competing distributors, Mars screened such films at comparatively more locations. It was further found that, when structuring its programming for the initial week of release in 2024, Mars allocated its own distributed films to more locations than warranted compared to competitors. Additionally, Mars, acting independently of audience demand when structuring its screening schedules, placed films distributed by CGV Mars at better locations and programmed its screening schedules in favour of films distributed by CGV Mars. In this context, it was determined that Mars, which is considered to hold a dominant position in the screening market, transferred its market power from the screening market to the film distribution market, thereby harming competition in the distribution market. In this framework, it is understood that the competition problem arising in the distribution market as a result of Mars’ conduct in the screening market aimed at favouring the activities of CGV Mars, which is within its own legal entity, may constitute an abuse of dominant position within the scope of Article 6 of Law No. 4054.

Commitments Proposed by Mars

Mars submitted commitments to address the identified competition concerns. The core mechanism is a capacity allocation rule whereby CGV Mars-distributed films may receive a maximum of 20% of Mars’ total seating capacity, with at least 80% guaranteed to third-party distributors. This 20/80 rule applies both to the first week of screening and cumulatively on an annual basis. When determining the available capacity for newly released films, the allocation is calculated after first accounting for films that have earned the right to continue screening under the objective criteria and for films falling within defined exceptions.

The Commitment Package establishes four objective criteria for films to continue screening beyond their initial week, applied on a location-by-location basis. A film must satisfy at least two of the following criteria to remain in the programme at a given location:

1. The audience per location criterion is satisfied where the film achieves an average of at least 200 viewers per location during peak season, or at least 20 viewers during off-peak season, at the end of the preceding weekend;
2. The occupancy rate criterion is satisfied where the average occupancy rate per session across all sessions held during the preceding weekend is 10% or above during peak season, or 3% or above during off-peak season;
3. The viewing ranking criterion is satisfied where the film ranks among the top four films at the relevant location based on audience figures as of the preceding weekend; and
4. The weekend attendance decline criterion is satisfied where the decline in total weekend audience compared to the preceding weekend does not exceed 40% during peak season, or 50% during off-peak season.

These objective evaluation criteria ensure that programming decisions for subsequent weeks are anchored to audience demand rather than distributor identity, thereby preventing films being distributed by CGV Mars from being retained in theatres contrary to consumer preferences.

The 20/80 capacity allocation and objective continuation criteria extend to Mars’ top 10 highest-grossing locations, applied to this subset as a whole. Mars further committed to treating all distributors, including those within its own economic unit, equally and without discrimination. Where discretion is required in programming decisions, Mars undertook to prioritise consumer preferences. Additionally, Mars committed to maintaining functional separation between its screening and distribution operations, with communication between the programming department and CGV Mars limited to the same level as that maintained with third-party distributors. The commitments will take effect one month after the Board’s formal acceptance, will be publicly announced on Mars’ website and will remain in force for three years, with Mars being required to submit annual compliance reports to the Authority and to report any developments that may affect the calculation methodology.

CJ submitted separate commitments addressing potential coordination concerns arising from its position within the same economic unit as Mars. CJ committed to maintaining operational separation from Mars, ensuring that no directors, managers or employees serve simultaneously at both entities. Communication between CJ and Mars will remain limited to ordinary distributor-screener commercial relations and neither entity will access the other’s confidential commercial information or competition-sensitive data. These commitments will be implemented within three months of acceptance and remain in force for three years.

Conclusion

In a decision that carries significant weight for vertically integrated undertakings across all sectors, the Board unanimously approved the Commitment Package and closed the investigation under Article 43(3) of Law No. 4054, a provision that allows the Authority to accept binding commitments in lieu of imposing fines or ordering structural remedies. The result is that Mars and CJ are now legally bound to honour every undertaking they proposed.

At the heart of the package lies the 20/80 capacity constraint. In that context, films distributed by CGV Mars may occupy no more than 20% of Mars’ total seating capacity, leaving at least 80% available to independent distributors. Coupled with the objective continuation criteria, which consist of audience thresholds, occupancy rates, ranking and weekend-attendance-decline limits, this mechanism anchors programming decisions to measurable consumer demand rather than to distributor identity. The Board’s choice of behavioural remedies over structural separation (such as forced divestiture) reflects a pragmatic balance. It addresses the self-preferencing concern while preserving operational flexibility for the dominant screener. For market participants that hold market power, the practical takeaway is clear: granular documentation of every programming decision is now essential and allocation patterns must withstand empirical scrutiny. The three-year monitoring period will serve as a real-world test of whether behavioural undertakings can effectively neutralise the competitive advantages that vertical integration otherwise confers. Most importantly, the Mars decision sends an unmistakable signal to dominant players operating in vertically integrated markets, which is that the equal treatment of affiliated and independent counterparties must be demonstrated through objective, verifiable standards, and general assertions of non-discrimination will no longer suffice.

by Fırat Eğrilmez, Mehmet Fırat Müezzinoğlu

Control through Asset Transfer: THY Opet/Shell Acquisition Decision

 

Introduction

The Turkish Competition Board (the “Board”) has recently rendered its decision concerning the acquisition by THY Opet Havacılık Yakıtları A.Ş. (“THY Opet”) of the participation share and related assets belonging to Shell Company of Türkiye Limited Merkezi Londra Türkiye Şubesi (“Shell”) within the framework of the Joint Aviation Operation Agreement for Storage and Aircraft Refuelling at Turkish Airports dated 1 March 2008 (“Joint Operation Agreement”), through the exercise of a pre-emptive right (the “Transaction”)^[8].

The decision is noteworthy as it provides detailed guidance on the circumstances under which asset transfers are considered acquisitions subject to merger control review in Türkiye. Therefore, in this article, the Board’s key assessments and reasoning are examined, with particular attention to (i) the definition of the relevant product and geographic markets, (ii) the classification of the Transaction as an acquisition under Turkish merger control regime and (iii) the competitive analysis regarding jet fuel storage, refuelling and sales activities.

Scope of the Transaction

The Transaction contemplates the acquisition by THY Opet, a joint venture equally owned by Türk Hava Yolları A.O. (“THY”) and OPET Petrolcülük A.Ş. (“Opet”), of Shell’s participation interest and associated assets under the Joint Operation Agreement at Bodrum Milas and İzmir Adnan Menderes Airports. The parties had previously operated these facilities jointly, with THY Opet operating Bodrum Milas Airport and Shell operating İzmir Adnan Menderes Airport on behalf of all parties to the Joint Operation Agreement. The assets to be transferred include all infrastructure necessary for the receipt, storage, handling and distribution of aviation fuel to aircraft, comprising, without limitation, buildings, storage tanks, mobile refuelling equipment, distribution facilities and ancillary equipment. Notably, the Transaction relates exclusively to aviation fuel storage and refuelling activities, whilst Shell’s fuel sales operations are not included in the transferred assets. Accordingly, Shell decided to exit Türkiye’s aviation fuel sector entirely and terminated all fuel sales contracts with airlines.

Background Information on Jet Fuel Market and the Board’s Market Definitions

In its decision, the Board provided detailed information regarding the jet fuel market in Türkiye. The jet fuel supply process encompasses the procurement of jet fuel from refineries such as Türkiye Petrol Rafinerileri AŞ and Star Rafineri AŞ and the delivery of this fuel to airlines at airports through dedicated storage infrastructure. The jet fuel market in Türkiye differs from the traditional petroleum distribution chain, operating instead through a shorter and more direct supply chain: “refinery/import – distribution company – consumer”. In addition to regulations governing the petroleum market, the supply chain is subject to rules and standards issued by the Energy Market Regulatory Authority, the Directorate-General of Civil Aviation and the Directorate-General of State Airports Authority.

The jet fuel supply chain consists of three main stages: (i) the refining activities, where refineries serve as the primary actors, (ii) the fuel companies and (iii) the airlines, which act as the end consumers.

Storage and refuelling operations are critical components of this market and companies that typically handle these operations at airports are often the same fuel companies that sell jet fuel. While the jet fuel storage and refuelling market and the jet fuel sales market are closely related, forming the vertical elements of the supply chain, they constitute two distinct markets, as consistently recognised in the Board’s decisions^[9] and they differ in terms of pricing, cost structures and regulatory requirements.

Companies selling jet fuel must either operate their own storage facilities or procure storage and refuelling services from third parties to deliver fuel to aircraft. Thus, although these services are complementary, they represent separate relevant product markets. In this context, for the purposes of the Transaction, the Board has defined the relevant product markets as the “jet fuel storage and refuelling services market” and the “jet fuel sales market”.

As for the definition of the relevant geographic market, the Board emphasised that aircraft refuelling generally occurs at the airport of departure. Due to operational costs and flight safety considerations, airlines typically take only the amount of fuel needed for a given flight, limiting the ability to substitute fuel supply between airports. Tankering, taking excess fuel at the departure airport to avoid refuelling at the destination, is rarely used as it increases operational costs and poses safety risks.

Consequently, each airport constitutes a separate geographic market for jet fuel storage and refuelling services. Therefore, the Board considered “Bodrum Milas Airport” and “İzmir Adnan Menderes Airport” as distinct relevant geographic markets for these services.

The Board’s Assessment on Change of Control

The Board commenced its assessment by examining whether the transaction constituted an acquisition subject to Article 7 of Law No. 4054 on the Protection of Competition (“Law no. 4054”). Pursuant to Article 5(1)(b) of Communiqué No. 2010/4 on the Mergers and Acquisitions Subject to the Approval of the Competition Board (“Communiqué No. 2010/4”), an acquisition transaction falling within the scope of Article 7 of Law No. 4054 is defined as the direct or indirect acquisition of control over all or part of one or more undertakings through the purchase of shares or assets, by contract or by any other means. The Board noted that the Joint Operation Agreement creates cooperation through the establishment of certain assets, whereby services under this cooperation are provided without charging fees, with only the costs being shared amongst the participating companies and the formation exclusively serving the contracting parties. Significantly, the Board emphasised that the Joint Operation Agreement does not constitute a separate commercial entity; rather, the parties arrange fuel storage, handling and delivery operations to aircraft through the partnership in their own company names, with facility operating costs being assumed in proportion to the parties’ sales volumes and usage ratios.

The Board analysed the governance structure, noting that the Transaction would fundamentally alter the decision-making mechanism of the partnership. Whilst decisions of the Operating Committee and the partnership’s operations were previously taken jointly by Shell and THY Opet, following the Transaction, decisions would be taken solely by THY Opet. The Board determined that prior to the Transaction, jet fuel storage and refuelling services at Bodrum Milas Airport and İzmir Adnan Menderes Airport were under the joint control of THY Opet and Shell, whereas upon THY Opet’s acquisition of Shell’s participation share and related assets under the Joint Operation Agreement, these services would pass to the sole control of THY Opet.

In establishing the legal basis for its jurisdiction, the Board referred to its established case law regarding the transfer of assets to which turnover can be attributed^[10], transfer of operating rights and lease agreements^[11], all of which have been accepted as acquisition transactions subject to examination. The Board determined that the Transaction constituted a transfer of assets to which turnover could be attributed, which therefore qualified as an acquisition transaction under Article 7 of Law No. 4054 and Communiqué No. 2010/4. The Board further substantiated this conclusion by referring to its previous decisions^[12] in which transfers of ownership shares in the Joint Operation Agreement were evaluated as acquisition transactions under Article 5(1)(b) of Communiqué No. 2010/4, even though there was no change of control through share transfer, and concluded that the Transaction would result in a change of control through asset transfer.

The Board’s Assessment of Affected Markets

The Board identified a horizontal overlap between the parties in the jet fuel storage and refuelling services market, whilst assessing the jet fuel sales market as a related market. In its examination, the Board noted that the transaction involves only the transfer of the participation share in the jointly operated fuel storage facility, whereby THY Opet increases its storage capacity by incorporating the fuel depots previously used by Shell. Apart from this, the structure and operation of the refuelling activities remain unaffected. The Board further determined that, given Shell’s very limited fuel sales activities at the relevant airports and the absence of any transfer of assets for jet fuel sales, no horizontal overlap exists in the jet fuel sales market.

In its detailed market analysis, the Board examined the competitive dynamics at both airports separately. At Bodrum Milas Airport, the Board observed that, although THY Opet’s storage capacity will increase following the Transaction, the existing capacity of its competitor, Petrol Ofisi A.Ş. (“Petrol Ofisi”), remains substantially higher than the level THY Opet is expected to attain. Based on this finding, the Board assessed that competition will not be reduced and concluded that THY Opet may even apply greater competitive pressure against Petrol Ofisi. Regarding Izmir Adnan Menderes Airport, the Board evaluated Petrol Ofisi’s market position alongside the limited market share increase resulting from the Transaction, determining that competitive concerns are unlikely to arise.

In light of its comprehensive analysis, the Board concluded that the parties’ market shares and capacity utilisation levels are insufficient to generate capacity constraints that could raise competitive concerns. The Board further determined that THY Opet would not be in a position to restrict competition in the jet fuel sales market as a result of the Transaction. Ultimately, the Board’s examination concluded that the Transaction will not create or strengthen a dominant position or significantly reduce effective competition in the relevant markets.

Conclusion

The Board’s THY Opet/Shell decision provides important guidance on two key aspects of Turkish merger control regime. First, it confirms that asset transfers resulting in a change of control fall within the scope of merger review, even absent a share transfer or distinct legal entity. The Board’s analysis demonstrates that the transition from joint to sole control through asset acquisition constitutes a notifiable transaction where the assets generate attributable turnover.

Second, from a substantive perspective, the decision illustrates the Board’s methodology in defining relevant markets and assessing competitive effects in infrastructure-intensive sectors. The decision therefore serves as a significant precedent for evaluating asset transfers and structuring joint operation arrangements under Turkish merger control regime, highlighting how the Board interprets control, market definition and competition assessment in practice.

by Aslı Su Çoruk, Ece Ulusoy

Turkish Competition Board Decision on Trendyol and Hepsiburada: An Analysis of Self-Preferencing Allegations in the Postal and Courier Services Market by Leveraging Dominance in the E-Marketplace

 

Introduction

On 14 August 2025, the Turkish Competition Board (the “Board”) issued its decision addressing allegations that two major e-commerce platforms engaged in exclusionary self-preferencing practices favouring their affiliated logistics companies. In the complaint filed by Post and Telegraph Organisation (“PTT”), it was alleged that DSM Grup Danışmanlık İletişim ve Satış Ticaret AŞ (“Trendyol”) and D-Market Elektronik Hizmetler ve Ticaret AŞ (“Hepsiburada”) leveraged their dominance in the e-commerce marketplace to exclude competitor postal/courier operators, thereby violating Article 6 of Law No. 4054. Specifically, it was alleged that the duo favoured their affiliated logistics companies (i.e., TEX and Hepsijet) by practices on their marketplaces that distorted competition in postal and courier services.

The Board evaluated whether the platforms’ conduct constituted an abuse of dominance under Article 6 of Law No. 4054, as the complainant stated that Trendyol and Hepsiburada leveraged their market power to systematically disadvantage independent courier operators whilst privileging their own logistics affiliates through various marketplace mechanisms.

Allegations Against Trendyol: Estimated Delivery Time Displays

The Board has examined the allegation that Trendyol favoured its own delivery services by interfering with the algorithm for displaying estimated delivery times. It is asserted in the decision that Trendyol’s displayed estimated delivery times did not align with PTT performance and were extended by up to 10 days, allegedly steering sellers away. In contrast, Trendyol argued that estimated delivery is computed by algorithm from seller dispatch time plus carrier-to-customer time, with weekends/holidays and historical data considered.

The Board determined that the estimated delivery times displayed on the Trendyol platform were calculated using an algorithm that was not based on the performance reports included in the complaint application. However, there was a discrepancy between the times calculated by the algorithm based on the shipments included in the complaint application and the times displayed on the platform. This discrepancy stemmed from the large number of shipments awaiting delivery within the timeframes calculated by the algorithm, due to additional time added due to the high number of shipments awaiting delivery within the algorithm-calculated timeframes, and a technical glitch in the data feeding process that began when the algorithm went live and was reportedly resolved in November 2024.

The Board also noted that in the sample scenario study conducted during its preliminary investigation, the delivery times calculated by the algorithm based on the relevant shipments matched the estimated delivery times displayed on the platform. Therefore, it is noted that the estimated delivery times currently displayed on the Trendyol platform are consistent with the delivery times calculated by the algorithm, but that there were some inconsistencies during the period covered by the complaint and that these inconsistencies have since been resolved by Trendyol. No evidence of any intervention in the algorithm regarding the aforementioned inconsistency was found and the Information Technology Department (“ITD”) opinion letter also stated that no such evidence existed.

Assessment of Other Claims: Courier Tariff Support System

The Board further examined allegations concerning Trendyol’s courier pricing support mechanism. The complainant stated that should the sellers on the Trendyol platform opt for the platform pays business model, different courier company options were offered in the shipping scale support system, while sellers operating under the supplier-pays business model could only benefit from the shipping rate support application if they chose Trendyol Logistics (“TEX”) and that this situation directs sellers to choose TEX.

The Board stated that it understood from both the responses of the courier transport companies and the minutes of the meetings held with the sellers, that sellers operating under the platform pays business model could benefit from the courier tariff support system, while sellers operating under the supplier pays business model could not benefit from the courier tariff support system. Therefore, no information or findings were obtained regarding the complainant’s claim that there is an obligation to work with TEX in order to benefit from the scale support application in the supplier pays business model.

Effect Analysis and Overall Conclusion for Trendyol

Assessed as a whole, the discrepancies between the estimated delivery times displayed on the Trendyol platform and those calculated by the algorithm were found to be limited, exceptional, and attributable to temporary buffer applications and technical issues, rather than any systematic practice or algorithmic intervention. No evidence was identified indicating that Trendyol favoured its subsidiary TEX or engaged in self-preferencing conduct.

Given that the inconsistencies were very limited and had no exclusionary effect in the market and considering that PTT’s shipment volumes and revenue on the Trendyol platform increased during the relevant period, it was concluded that Trendyol did not abuse its dominant position.

The Board summarised its findings as follows: (i) delivery estimates are algorithm-based, not performance-report based; (ii) a small set of mismatches or discrepancies stemmed from temporary buffer and data-feed issues, not systematic practice; (iii) post-fix, estimates align with algorithm and no self-preferencing was found; (iv) PTT’s Trendyol-related revenues increased over time; (v) the tariff support applies only to Trendyol Öder and does not condition support on choosing TEX in supplier-pays; therefore, no exclusionary self-preferencing by Trendyol was established.

Allegations Against Hepsiburada

The Board’s analysis of Hepsiburada began with the threshold finding that the undertaking is not in a dominant position in the multi-category e-marketplace, the prerequisite for potential abuse of dominance. Nevertheless, the Board examined the substantive allegations.

The allegations focused on penalties and reduced visibility tied to courier performance, while Hepsiburada stated that seller scores do not include carrier performance as a criterion, but rather focus on seller’s own behaviours (dispatch, cancellations, customer metrics). Evidence showed some “customer delivery delay” and “MP customer satisfaction” penalties in mid-2024, however, PTT reported that these were later cancelled upon objection and the practice ended.

The Board also examined technical evidence for the matter. The ITD’s analysis of Hepsiburada found no programmatic factor favouring Hepsijet or disadvantaging other carriers. The Board further evaluated market effects; PTT’s and Hepsijet’s courier ratios within Hepsiburada fluctuated without a structural shift favouring Hepsijet in the relevant period. PTT’s income from Hepsiburada trended upward over years; the number of PTT-contracted sellers on Hepsiburada also increased; PTT’s overall platform income mix shows Hepsiburada as a small share, limiting any potential foreclosure effect.

When the above are assessed together, the Board stated that the allegation concerning the imposition of penalties by Hepsiburada on sellers working with PTT due to low courier performance did not produce any effect in the market to the detriment of PTT. The complaint against Hepsiburada relates to the imposition of penalties on sellers due to long delivery times, and unlike the allegations concerning Trendyol, does not involve any discrepancy between the reported delivery times and those displayed on the platform. It was further established that Hepsiburada uses an algorithm similar to that of Trendyol for the calculation and display of estimated delivery times, and that, based on the ITD opinion, no factor was identified within this algorithm that operated in favour of Hepsijet or against other courier companies. Accordingly, no algorithmic intervention giving rise to discrimination in favour of Hepsijet was detected.

Conclusion

Within this framework, it was concluded that there is no finding that Trendyol abused its dominant position through self-preferencing conduct, as the identified discrepancies in estimated delivery times were limited, temporary and attributable to algorithmic parameters, buffer practices applied to multiple carriers and technical issues, rather than to a systematic or exclusionary practice, and were found to have no foreclosure effects on competitors in the postal and courier services market.

As regards Hepsiburada, the Board found that it does not hold a dominant position in the multi-category e-marketplace and that, for the sake of completeness of analysis, the assessments conducted under the abuse of dominance analysis demonstrate that the practice of imposing penalties on sellers working with PTT was not systematic, was limited in duration and scope, was terminated following PTT’s objection, and did not give rise to any effect in the market to the detriment of PTT or in favour of Hepsijet. Therefore, no finding could be concluded that Hepsiburada abused its dominant position through self-preferencing conduct.

by Göktuğ Selvitopu, Ece Ulusoy

 

A Dual-Track Resolution of Vertical Distribution Restraints: Turkish Competition Board’s Arzum Decisions

 

The Turkish Competition Board (the “Board”) has concluded an investigation concerning Arzum Elektrikli Ev Aletleri Sanayi ve Ticaret A.Ş. (“Arzum”), simultaneously accepting both settlement and commitment mechanisms to address two distinct sets of alleged competition law violations^[13].

The Board initiated an investigation into whether Arzum had infringed Article 4 of Law No. 4054 by interfering with resellers’ sales prices and by preventing distributors from making active and passive sales to customers to whom Arzum directly sold products. After receiving the Investigation Notice on 10 March 2025, Arzum promptly submitted both settlement and commitment applications on 14 March 2025, citing the time and cost benefits of early resolution and the interests of its shareholders given that its shares are traded on Borsa Istanbul.

First Alleged Violation: Resale Price Maintenance – Resolved Through Settlement

The Board found that Arzum interfered with resellers’ sales prices following complaints from retailers about low online prices, monitored resellers’ pricing across internet and physical channels, issued warnings to adjust prices that were below desired levels, removed products from sale or prohibited internet sales, withheld product supplies to resellers selling below Arzum’s determined prices and sent “Recommended Campaign Minimum Prices” to retailers, thereby setting minimum campaign prices.

The documentary evidence presented compelling proof of systematic price interference. In correspondence dated 6 September 2018, a Veysel Elektronik sales representative complained to Arzum’s manager about online resellers offering products significantly below recommended prices, questioning why Arzum did not intervene, to which Arzum responded that they were working to correct it quickly. In a WhatsApp message dated 17 January 2019, an Arzum manager requested that Alize Ticaret remove a toaster from Hepsiburada temporarily, noting it was being sold at 458 TL and requesting the price be raised to 550 TL. Particularly significant was the discovery that Arzum sent Excel spreadsheets containing ”Recommended Campaign Minimum Prices” to distributors for various products, establishing minimum price levels for campaigns, which the Board determined as constituting interference with retail prices that resellers should independently determine.

Evidence also revealed that Arzum employees were aware of competition law constraints and attempted to circumvent them through informal channels. In a WhatsApp message, a SARP DTM Software Developer was informed by an Arzum Field Sales Personnel member that when responding to complaints about internet prices, they should provide a standard written response stating that “due to competition rules” they cannot intervene in prices. As it was understood through the relevant WhatsApp correspondence, the Arzum representative contacted the complaining reseller by telephone to reassure them, explaining that the written email response was merely sent to comply with competition rules. The Board considered this correspondence significant, as it demonstrated that although Arzum provided written responses suggesting they could not interfere with resellers’ prices, such statements did not reflect the actual situation.

The Board classified Arzum’s resale price maintenance conduct as a “hardcore restriction.” Consequently, the Board imposed an administrative fine on Arzum; however, pursuant to the settlement procedure, the fine was reduced by 25%, resulting in a final administrative fine of TRY 11,402,467.87.

Second Alleged Violation: Customer/Territory Restrictions – Resolved Through Commitments

Nature of the Allegations

Evidence obtained during the on-site inspection at Alize Ticaret revealed a WhatsApp conversation dated 3 December 2021 wherein an Arzum manager sent a list of Arzum’s direct retailers to Alize Ticaret’s representative, requesting that ”these points be told there is no Arzum”, effectively instructing the distributor not to sell Arzum products to these retailers even if they requested them, which constituted a restriction on passive sales.

The Board evaluated this conduct as customer restriction affecting both active and passive sales, noting that whilst suppliers may restrict active sales to exclusive territories or customer groups under certain conditions, restrictions on passive sales constitute violations that fall outside block exemption provisions.

Commitments Offered by Arzum

To address the competition concerns identified, Arzum committed to amending its Dealership Agreements with all distributors and retailers to explicitly clarify that no specific territory or customer group is allocated to dealers and distributors, that there are no territorial or customer restrictions on active and passive sales, and that no restrictions exist on internet sales.

Additionally, Arzum committed to sending an information letter to all retailers clarifying that no specific territory or customer group is allocated to them, that there are no territorial or customer restrictions on active and passive sales, and that no restrictions are imposed on internet sales.

Furthermore, Arzum undertook to provide annual competition law training to its employees and to retain regular consultancy services to establish a competition compliance policy, measures which the Board deemed suitable for resolving the identified competition concerns.

Significance of the Decisions

These decisions carry substantial implications for Turkish competition law practice on several fronts.

Hybrid Enforcement Approach

The Board’s acceptance of settlement for resale price maintenance allegations and commitments for customer/territory restriction allegations within the same investigation demonstrates procedural flexibility, allowing the enforcement mechanism to be tailored to the nature of each alleged infringement. This approach recognises that whilst resale price maintenance constitutes a hard-core violation warranting monetary sanctions, territorial and customer restrictions may be effectively remedied through commitments without necessarily imposing fines.

Zero Tolerance for Resale Price Maintenance

The Board’s classification of Arzum’s conduct as “hard-core restriction” reinforces its strict stance against resale price maintenance practices.

Recognition of Compliance Programmes

The Board’s acceptance of Arzum’s commitment to provide annual competition law training and retain regular consultancy services signals the value placed on proactive compliance measures. This reinforces the importance of establishing robust internal competition compliance frameworks, particularly for undertakings operating in distribution-intensive sectors.

Practical Implications for Businesses

Companies operating in the durable consumer goods sector and similar industries should take note of several key lessons:

First, any interference with resellers’ pricing autonomy, whether through direct instructions, monitoring accompanied by warnings, supply restrictions, or the provision of “recommended” prices that effectively become minimum prices, will be scrutinised as potential resale price maintenance. The distinction between genuinely recommended prices and de facto minimum prices depends heavily on implementation and enforcement mechanisms.

Second, restrictions affecting passive sales, including customer restrictions that prevent distributors from fulfilling unsolicited requests from certain customers, violate competition law even where exclusive territories or customer groups have been formally allocated. Suppliers must ensure their distribution agreements and actual practices preserve resellers’ freedom to respond to passive sales opportunities.

Third, the acceptance of commitments as an alternative resolution mechanism, particularly for territorial and customer restrictions, provides undertakings with an opportunity to remedy competition concerns without incurring fines, provided they act swiftly and propose effective structural solutions.

Conclusion

The Turkish Competition Board’s parallel application of settlement and commitment procedures in the Arzum investigation exemplifies the Board’s willingness to tailor remedial procedures to the specific nature of each infringement whilst maintaining effective deterrence.

For legal practitioners and compliance officers, these decisions underscore the critical importance of carefully structuring distribution arrangements, avoiding any practices that could constitute resale price maintenance, ensuring that territorial and customer arrangements preserve passive sales opportunities, maintaining comprehensive documentation of compliance efforts, and implementing robust training programmes to prevent violations before they occur.

Overall, undertakings must remain vigilant in reviewing their distribution practices and should consider seeking experienced legal counsel to navigate the increasingly complex landscape of vertical restraints regulation.

The original versions of the settlement and commitment decisions can be obtained through their respective links: (i) settlement decision and (ii) commitment decision.

by Gülçin Dere, Oğulcan Halebak

Accused but Acquitted: The Trendyol Case on Platform Discrimination

 

Background and Allegations

DSM Grup Danışmanlık İletişim ve Satış Ticaret Anonim Şirketi (“Trendyol”) is a multi-category e-commerce company based in Türkiye. The Turkish Competition Authority (the “Authority”) received multiple complaints from sellers alleging that Trendyol applied discriminatory conditions amongst sellers operating on its platform.

Following these complaints, the Turkish Competition Board (the “Board”) initiated a preliminary investigation against Trendyol on 22 May 2025 to determine whether it has violated Articles 4 and 6 of Law No. 4054 on Protection of Competition (“Law No. 4054”).^[14] On 27 May 2025, an on-site inspection was carried out at Trendyol’s headquarters, and information and documents were requested from the company alongside the other e-commerce players.

The main allegations against Trendyol in the complaints can be classified as follows:

• Trendyol discriminates among sellers in determining the authenticity of products and in the application of sanctions;
• Trendyol discriminates among sellers in granting the “Good Price” label to products sold on its platform;
• Trendyol discriminates among sellers in granting the “Advantageous Product” label to products sold on its platform; and
• Trendyol unfairly intervenes in consumer reviews, thereby making it more difficult for sellers to carry out their activities.

The Concept of Discriminatory Practices

The Board emphasised the distinct analytical frameworks in its assessment of the concept of discrimination under Articles 4 and 6 of Law No. 4054. In this respect, for conduct giving rise to discrimination to be characterised as a violation under Article 4 of Law No. 4054, it must be shown that two or more undertakings, acting within the framework of an agreement or concerted practice, express a concurrence of wills and engage in discriminatory conduct vis-à-vis another third-party undertaking, or that the agreement is concluded with the object of such discrimination. Importantly, the Board underlined the importance of the applicable standard of proof and stated that, unless it can be clearly demonstrated without any doubt that the alleged discriminatory conduct is based on an agreement and/or concerted practice, such allegation of discrimination cannot be assessed within the scope of Article 4 of Law No. 4054.

On the other hand, where a unilateral intention is at issue, regardless of the underlying motive or purpose, any allegation of discrimination may only be examined within the framework of abuse of dominance. Accordingly, where the discriminatory conduct stems from a ‘unilateral will’ directed at different parties, it falls within the scope of Article 6 of Law No. 4054, provided that the undertaking in question holds a dominant position. In this respect, where an allegation of discrimination departs from the framework of an agreement and instead constitutes unilateral conduct, it will be subject to a separate assessment under Article 6 of Law No. 4054. In this respect, pursuant to Article 6(2)(b) of Law No. 4054 which introduces discriminatory conducts, “applying discriminatory treatment, either directly or indirectly, by imposing different conditions on purchasers in equivalent situations with respect to the same and equal rights, obligations and performances” is characterised as abuse.

Market Definition

In determining the relevant product market, the Board assessed the substitution relationship between (i) the physical and online sales channel, (ii) sales made through online marketplaces and other alternative online channels, including merchants’ own websites as well as social media services and (iii) multi-category online marketplaces and other platforms offering marketplace services in only one category. The Board concluded that these cannot substitute each other and therefore defined the relevant product market as the “multi-category e-marketplace market”, consistent with previous decisions concerning Trendyol. The relevant geographic market was determined as Türkiye.

Trendyol’s Dominant Position

The Board conducted a detailed assessment to determine whether Trendyol holds a dominant position in the multi-category e-marketplace market. The assessment considered the position of Trendyol and its competitors in the relevant market, barriers to market entry and growth, and the bargaining power of buyers.

Following the assessments; the Board concluded that Trendyol holds a dominant position in the multi-category e-marketplace market, on the grounds that (i) Trendyol has a market share exceeding a certain ratio in the relevant market, (ii) the market shares of competing undertakings with market shares close to that of Trendyol have shown a declining trend during the investigated period, whereas (iii) Trendyol’s market share in the relevant market has gradually increased over time and (iv) there are barriers to entry in the market in which Trendyol operates and this market has lack of buyer power.

The Board’s Findings

i. “Good Price” Label Application

The “Good Price” label is displayed on the product image when the price of the product on the Trendyol platform is at a favourable level compared to the market average. For the purpose of assessing the position of prices vis-à-vis the market average, Trendyol monitors the prices of selected products on a limited number of online channels, based on certain predefined criteria.

The Board noted that since the element that qualifies for the label is the “product” itself (instead of sellers), the products awarded the label may belong to a single seller or to different sellers; moreover, each product may be offered by multiple sellers, or a single seller may have multiple different products. In light of the findings, the Board has concluded that, within the scope of the allegations that Trendyol discriminates against corporate sellers in the distribution of the “Good Price” label on the platform, the practices in question do not constitute a violation under Article 6 of Law No. 4054.

ii. “Advantageous Product” Label Application

Within the scope of the “Advantageous Product” label, Trendyol determines certain price ranges on a product-by-product basis (not seller-oriented) through algorithm-based processes and presents these to sellers. Sellers may automatically obtain the label for a given product provided that they set the price of the product within the specified price range. This label becomes visible where there is no other label with higher priority in the hierarchical ranking.

The Board examined the algorithm underlying the “Advantageous Product” label and found that, under the set of rules governing this algorithm, a wide range of factors are taken into account in determining price ranges; however, indicators of sellers’ size, such as transaction volume, are not among the factors considered. In this respect, the Board concluded that Trendyol does not impose different conditions on sellers for the same and equivalent rights in the distribution of the “Advantageous Product” label to equally situated sellers.

iii. Authenticity Verification and Sanctions

It was stated that Trendyol operates a document verification process (the Authenticity Tracking System) designed to ensure the sale of products of which authenticity is documented and to prevent the sale of counterfeit products. It also implements a system (the Good Commerce System) that monitors sellers’ compliance with Trendyol’s platform rules – including the prevention of the sale of non-genuine products – and tracks the sanctions communicated to sellers in this context. Based on the findings, the Board found that the system established by Trendyol operates in a consistent manner and that Trendyol does not act outside the rules and procedures communicated to sellers.

The Board examined the document verification processes applied to the complainants and observed that some sellers did not submit any documents at all in certain procedures, while in cases where documents were submitted, the majority of such documents were found to be accepted by Trendyol. In the relatively smaller number of cases resulting in rejection, the Board noted that Trendyol notified sellers of reasons consistent with the conditions previously communicated to them through various channels, such as the insufficiency of stock quantities indicated in the invoices compared to the products offered for sale, the failure of the invoices to extend to an authorised seller or distributor, the lack of currency or legibility of the submitted documents and the failure of authorisation certificates to meet the required validity criteria. The Board also concluded that the processes relating to sanctions is based on a transparent and objective verification mechanism aimed at determining the authenticity of products offered or to be offered for sale on the platform.

In this respect, the Board found that Trendyol’s conduct does not constitute a violation in accordance with both Articles 4 and 6 of Law No. 4054.

iv. Consumer Reviews

In one of the complaints within the scope of the file, it was alleged that Trendyol intervened in the reviews made on the complainant’s products by blocking the seller’s reviews and failed to notify the reasons for such blocking. Trendyol stated that consumer reviews are published for three years regardless of whether they are positive or negative, without any guidance, provided the text and images comply with the applicable legislation as well as Trendyol’s “Review Publication Criteria”.

The Board reviewed Trendyol’s Publication Criteria and found that the same standards apply to both seller and product reviews. These criteria were related to metrics such as compliance with laws, public morality and public order; the absence of any infringement of intellectual property rights; the absence of misleading content; the absence of insulting, abusive, threatening, harassing and/or obscene expressions; the absence of screenshots taken from digital platforms; and the existence of a direct connection with Trendyol. In this context, consumer reviews that do not comply with these criteria are not published on Trendyol or, if already published, are removed from the platform.

Regarding the complaint that Trendyol did not provide explanations to sellers on non-published reviews, the Board found that (i) the obligation to comply with the publication rules is directed at customers and (ii) providing such an explanation to sellers is neither a legal obligation nor practically functional because sellers do not have authority to interfere with review contents. Ultimately, the Board concluded that Trendyol’s aforementioned practices do not constitute a violation under Article 6 of Law No. 4054.

v. The Board’s Consideration on Commercial Incentives

After separately assessing the allegations, the Board also emphasised that Trendyol has no economic incentive to engage in discriminatory practices that would hinder the activities of certain sellers operating on its platform, as such conduct would not generate any positive commercial effects for Trendyol. As a matter of fact, the indirect network effects lead to an increase in the number of sellers on the platform, which enhances consumer benefits by expanding product variety and improving price conditions, while growth in the active consumer base further stimulates seller participation. In this market structure, the exclusion of sellers would contradict Trendyol’s commercial interests, particularly given that a substantial share of its revenue derives from commission fees generated through sellers’ sales on the platform.

Conclusion

Following the preliminary investigation, the Board concluded that Trendyol was not in breach of Articles 4 and 6 of Law No. 4054 through its practices relating to the “Good Price” and “Advantageous Product” labels, authenticity verification processes and the management of consumer reviews, and accordingly decided not to initiate a full-fledged investigation.

This decision demonstrates important principles regarding the obligations of e-marketplace platforms and the scope of discriminatory practices under Turkish competition law. Key takeaways include:

• Clear distinction between breaches of Article 4 and Article 6. The decision clearly draws the line between discriminatory unilateral practices and agreements, emphasising that discrimination based on unilateral conduct is assessed solely under Article 6 (abuse of dominance), whilst Article 4 (anti-competitive agreements) requires proof of mutual intent between two or more undertakings.
• Transparency and objectivity. E-marketplace platforms must establish transparent, foreseeable and objectively based systems for seller evaluation and product labelling. Metrics and criteria must be announced beforehand and consistently applied.
• Algorithm neutrality. Pricing and product promotion algorithms can be based on product-specific criteria rather than seller characteristics to mitigate any risk of discrimination claims. The Board examined the algorithm structure in detail to ensure no seller-specific bias existed.
• Commercial incentives matter. In assessing discrimination allegations, the Board considered whether the platform had commercial incentives to discriminate. Since marketplace revenue depends on seller success, discriminatory behaviour that hinders seller activities was considered to be economically irrational.

by Sabiha Ulusoy, Ceren Özkorkut

Turkish Competition Board Issues Negative Clearance for H. İbrahim Bodur Holding/Andar Transaction due to Shifting Alliances in post-Transaction Control

 

In its HİB Holding/Andar Elektromekanik decision dated 28/08/2025 and numbered 25-32/760-451, the Turkish Competition Board (the “Board”) examined the transaction concerning the acquisition of 51% of the shares of Andar Elektromekanik Sistemler Sanayi ve Ticaret AŞ (“Andar Elektromekanik”) by H. İbrahim Bodur Holding AŞ (“HİB Holding”). The transaction was initially notified to the Turkish Competition Authority (the “Authority”) under Article 7 of Law No. 4054 on the Protection of Competition (“Law No. 4054”) and Communiqué Concerning the Mergers and Acquisitions Calling for the Authorisation of the Competition Board (“Communiqué No. 2010/4”), on the basis that the acquisition of a majority shareholding would result in a change of control. However, following its substantive assessment, the Board concluded that the transaction did not qualify as a concentration in accordance with merger control legislation and that a negative clearance could instead be granted pursuant to Article 8 of Law No. 4054.

HİB Holding is the holding company of the Kale Group, a diversified industrial group operating across multiple sectors including building materials, chemicals, logistics, property development and aviation. In the construction materials segment, the Kale Group is active in ceramic products, frit production, industrial raw materials and construction chemicals, while its service activities include logistics and property portfolio management. Its aviation-related activities are carried out through several subsidiaries specialised in aircraft component manufacturing, jet engine technologies and aerospace research and development. These subsidiaries are engaged in the production of mechanical assemblies and critical functional components for commercial aircraft, parts for military aircraft engines, as well as projects involving altitude testing systems and turbojet engines, serving both national and international aerospace programs.

On the other hand, Andar Elektromekanik operates in the field of electric motors and electromechanical motion systems, primarily serving the defence and aerospace industries. The company designs and manufactures electric motor solutions based on the combination of a brushless DC (BLDC) motor and an integrated motor, brake (coaxial with the motor), gearbox/gear units, ball screws; drivers/controllers for BLDC motors, high-precision gears and gearboxes, aerospace rotary and linear electromechanical actuators (EMAs), EMA control drive systems for missiles (2/3/4-axis), electropneumatic and gas regulation components for limited-angle torque motors (for seeker-type applications) and solenoids. These products are utilised in systems such as unmanned aerial vehicles, guided munitions and vertical take-off and landing platforms. According to the information submitted in the notification, Andar Elektromekanik’s activities are mainly concentrated in Türkiye, with limited exports to Europe, the United States and the Middle East. Its customer base includes major defence and aerospace contractors operating in Türkiye, supplying components for strategic national defence projects. Andar Elektromekanik’s founding shareholders Serkan Kale, Reşat Hakan Avcı and Gökhan Koyuncu (collectively “Founders”) who will continue to hold minority shareholdings following the transaction, also controlled, through share ownership, two other undertakings, Nex Motion and Andarhan. However, it is stated that these undertakings do not carry out any active commercial activities and that Nex Motion will be liquidated following completion of the transaction.

In this context, the Board first considered whether the transaction resulted in a change of control that would qualify as a concentration under Article 7 of Law No. 4054 and Communiqué No. 2010/4. Although the transaction involved the acquisition of 51% of Andar Elektromekanik’s shares by HİB Holding, the Board emphasised that shareholding ratios alone are not always determinative in establishing control on a stand-alone basis. Instead, the decisive factor is which shareholders will hold the ability to exercise decisive influence over the strategic commercial behaviour of the undertaking post-transaction. This requires an assessment of governance rights, voting mechanisms, veto rights and decision-making procedures set out in the relevant undertaking’s transaction agreements and other arrangements concerning control.

Under the share purchase agreement, with respect to the decisions to be taken by Andar Elektromekanik’s post-transaction board of directors, a dual decision-making structure was present, whereby certain decisions were subject to a simple majority (i.e., the affirmative vote of three board members), while other decisions were subject to a qualified majority (i.e., the affirmative vote of four board members). Accordingly, post-transaction, while HİB Holding on its own would be able to adopt board decisions requiring simple majority, the adoption of important board decisions subject to qualified majority would require the affirmative vote of at least one of the board members appointed by the B-group shareholders appointed by the Founders.

Accordingly, the question of whether the important board decisions subject to a qualified majority should be regarded as strategic commercial decisions relevant to the assessment of control became material in the Board’s review. Paragraph 53 of the Guidelines on Cases Considered as a Merger or an Acquisition and the Concept of Control (the “Guidelines”) states that “Veto rights which confer joint control typically include decisions such as the budget, the business plan, major investments or the appointment of senior management”. In this framework, veto rights concerning these matters are considered capable of resulting in exerting a decisive influence over the undertaking and therefore results in control of their holders. On the other hand, the Board, in reference to the Paragraph 59 of the Guidelines, also noted that, “apart from the typical veto rights, there may be other veto rights which are important in the context of the market where the joint venture is active. Where technology is important for the joint venture’s activities, a decision on the technology to be used by the joint venture is an example of such cases”.

In this respect, the Board concluded that the provisions found in the share purchase agreement between the parties concerning (i) material amendments to the annual budget, (ii) material amendments to the R&D plans and (iii) material amendments to the three-year business plan may be considered as strategic commercial decisions as per paragraph 53 of the Guidelines; while provisions concerning (iv) signing agreements relating to R&D projects can also be classified as market-specific strategic commercial decisions as per the paragraph 59 of the Guidelines; both conferring their holders the ability to exert decisive influence over the undertaking.

Based on this assessment, the Board concluded that strategic decisions highlighted above would require alliances between HİB Holding and one of the directors appoint by the minority shareholders (i.e., Founders). In this respect, after queries seeking to determine de facto control structure concerning possible joint interests and therefore uniform actions between the Founders which might arise based on structural, economical and family ties, the Board found that there is no clear reasons for the Founders to act jointly. Therefore, the Board concluded that post-transaction, alliances concerning the governance of the undertaking could vary depending on the specific decision at issue in the absence of concrete evidences of possible collaborations and joint actions between the Founders. As a result, no stable majority could be identified for strategic decision-making and control could not be attributed either to HİB Holding alone or to a jointly controlling group of shareholders. In the presence of shifting alliances referred to in paragraph 66 of the Guidelines, the Board found that the transaction did not lead to a permanent change of control in accordance with merger control provisions and therefore did not constitute a concentration subject to mandatory notification under Article 7 of Law No. 4054 and Communiqué No. 2010/4.

Having determined that the transaction did not fall within the scope of merger control regulations, the Board proceeded to assess the transaction under Article 4 of Law No. 4054, which prohibits agreements, concerted practices and decisions of associations of undertakings that have as their object or effect the restriction of competition. In this context, the Board examined whether the shareholding and governance arrangements between HİB Holding and the remaining shareholders of Andar Elektromekanik could give rise to coordination risks or competitive harm, either through horizontal or vertical relationships.

According to the notifying parties, the transaction was expected to provide financial support to Andar Elektromekanik and enable certain operational and commercial opportunities through Kale Group. Upon examination, the Board found that there is no overlap between the activities of HİB Holding and Andar Elektromekanik and that the products manufactured by the parties, as well as the business areas in which the parties operate, were different in nature. It was further stated that demand in the Turkish market for relevant electromechanical motion systems is directly linked to procurement projects opened to prime contractors by the Presidency of Defence Industries and the Ministry of National Defence. Andar Elektromekanik’s customers were including Türk Havacılık ve Uzay Sanayi AŞ (TAI), Aselsan Elektronik San. ve Tic. AŞ, (ASELSAN), Roketsan Roket San. ve Tic. AŞ (ROKETSAN), TR Mekatronik Sistemler San. ve Tic. AŞ and Lentatek Uzay Havacılık ve Teknoloji AŞ while HİB Holding’s customers in Türkiye were including the Presidency of Defence Industries, ROKETSAN, TÜBİTAK and PFW Havacılık Sanayi ve Dış Ticaret Ltd. Şti.

In this context, it was indicated that the parties’ products and services were neither substitutable nor complementary and that they operate in different markets, which was also reflected in the largely distinct customer portfolios of the parties. Even assuming a potential complementary relationship between Andar Elektromekanik’s activities in electromechanical motion systems and HİB Holding’s turbojet engine production activities, it was noted that: (i) HİB Holding had only one active customer in this area, (ii) it had a minimal market share, (iii) domestic suppliers such as Andar Elektromekanik are not able to meet total market demand and (iii) strong foreign suppliers such as Safran, Moog, Maxon, Faulhaber and Assun are active in the sector. On this basis, it was concluded that, even such a potential relationship would not give rise to any competitive concerns and no coordination risk would arise between HİB Holding and the Founders, who will remain minority shareholders post-transaction and do not have any commercial activities outside of Andar Elektromekanik.

In light of the assessments described above, it was concluded that the transaction does not have the object or effect of restricting competition in the market and, accordingly, a negative clearance was granted for the transaction, pursuant to Article 8 of Law No. 4054.

by Onur Berke Okur, Deniz Özmen Büyükduman

[1] Communiqué No: 2026/2 has been published in the Official Gazette dated 11 February 2026 and numbered 33165.

[2] The Communiqué (Communiqué No. 2022/2) amending Communiqué No. 2010/4, Concerning the Mergers and Acquisitions Calling for the Authorisation of the Competition Board (Communiqué No. 2010/4).

[3] The administrative fine to be imposed shall not be less than the fixed administrative fine amount specified in Article 16(1) of Law No. 4054 on the Protection of Competition (“Law No. 4054”). Since MTG’s Turkish turnover for FY2024 is lower than the fixed amount, the Authority imposed the fixed amount on MTG. In this regard, pursuant to the “Communiqué on the Increase of the Lower Threshold for Administrative Fines Specified in Article 16(1) of Law no. 4054 on the Protection of Competition, to be valid until 31/12/2025”, the fixed amount has been set at TRY 241,043.

[4] The Board’s Elon Musk/Twitter decision dated 02/03/2023 and numbered 23-12/197-66.

[5] The Board’s Param/Kartek Holding decision dated 04/04/2024 and numbered 24-16/390-148.

[6] The Board’s Mars decision dated 14/08/2025 and numbered 25-31/745-443.

[7] CGV Mars is the brand under which Mars operates at the distribution stage.

[8] The Board’s decision dated 03/07/2025 and numbered 25-24/602-377.

[9]The Board’s decision dated 16/07/2014 and numbered 14-24/482-213, the Board’s decision dated 12/05/2023 and numbered 23-22/426-142, the Board’s decision dated 14/12/2023 and numbered 23-58/1131-405, the Board’s decision dated 18/07/2024 and numbered 24-30/716-300.

[10] The Board’s decision dated 30/09/2010 and numbered 10-62/1289-489; the Board’s decision dated 15/05/2013 and numbered 13-28/390-177; the Board’s decision dated 16/07/2014 and numbered 14-24/482-213; the Board’s decision dated 31/10/2019 and numbered 19-37/557-229; the Board’s decision dated 31/08/2023 and numbered 23-40/780-273; the Board’s decision dated 28/12/2023 and numbered 23-61/1192-427.

[11] The Board’s decision dated 17/11/2011 and numbered 11-57/1465-522; the Board’s decision dated 23/05/2012 and numbered 12-27/801-228; the Board’s decision dated 10/09/2012 and numbered 12-43/1323-436; the Board’s decision dated 15/05/2013 and numbered 13-28/390-177; the Board’s decision dated 08/05/2014 and numbered 14-17/321-139.

[12] The Board’s decision dated 16/07/2014 and numbered 14-24/482-213, the Board’s decision dated 14/12/2023 and numbered 23-58/1131-405.

[13] The Board’s commitment decision dated 24/04/2025 and numbered 25-15/383-179 and settlement decision dated 09/05/2025 and numbered 25-18/422-198

[14] The Board’s decision dated 03/07/2025 and numbered 25-24/594-376