The Turkish Competition Authority updates its mergers and acquisitions guidelines

Following the significant amendments made on 11 February 2026 to the Communiqué Concerning the Mergers and Acquisitions Calling for the Authorisation of the Competition Board (Communiqué No: 2010/4) (“Communiqué”), the Turkish Competition Authority (“Authority”) has updated four key guidelines that shape its merger control review practice.

These updates clarify: (1) under the Guidelines on Cases Considered As Merger and Acquisitions and the Concept of Control, the scope of the three-year rule in turnover calculations; (2) under Guidelines on Undertakings Concerned, Turnover and Ancillary Restraints in Mergers and Acquisitions, the application of the turnover threshold for technology undertakings, as well as the definitions of transaction party and undertakings concerned; and (3) under both the Guidelines on the Assessment of Horizontal Mergers and Acquisitions and (4) the Guidelines on the Assessment of non-Horizontal Mergers and Acquisitions, the Authority’s approach to joint venture transactions.

The updated guidelines have been published on the Authority’s official website, and this note provides an overview of these developments.

1. Guidelines on cases considered as mergers or an acquisitions and the concept of control

The relevant Guidelines set out the general principles regarding transactions that qualify as mergers and acquisitions and the concept of control. The amendments to the Guidelines focus on the rule set out under Article 8(5) of the Communiqué, concerning the notification of transactions carried out within the past three years.

As is known, pursuant to Article 8(5) of the Communiqué, transactions carried out between the same persons or parties, or within the same relevant product market, within a period of three years are treated as a single transaction for the purposes of turnover calculation.

The Guidelines retain the existing approach that this rule does not apply to transactions involving different party structures (for instance, where the parties to a joint venture differ from those involved in another transaction). However, the amendments clarify that transactions carried out within the same relevant product market over a three-year period will be subject to this rule, even if one of those transactions relates to the establishment of a joint venture.

This approach is particularly relevant in assessing whether successive transaction structures are subject to the approval of the Competition Board.

Accordingly, it should be emphasised that, when planning a new transaction and conducting the notifiability analysis, the parties to the transaction must also take into account any transactions carried out within the past three years between the same parties or within the same relevant product market. Indeed, a transaction that falls below the notification thresholds on a standalone basis may, when assessed together with prior transactions, lead to the thresholds being exceeded and thus trigger a notification obligation. in the thresholds being exceeded and a notification obligation arising accordingly.

2. Guidelines on undertakings concerned, turnover and ancillary restraints in mergers and acquisitions

The updates to the relevant Guidelines primarily aim to align the rules on turnover calculation and the concept of undertakings concerned with the amendments to the Communiqué, published in the Official Gazette dated 11 February 2026 and numbered 33165.^[1]

In this context, the Guidelines have been revised to reflect the increased turnover thresholds and the amended turnover calculation methodology applicable to technology undertakings, thereby providing greater clarity on the application of the new rules.

2.1. Turnover calculation for technology undertakings – new approach

With the amendment, the turnover to be taken into account for the application of the TRY 250 million threshold specific to technology undertakings has been limited on an activity basis. Accordingly, for targets qualifying as technology undertakings, only the turnover generated from relevant fields of activity – such as digital platforms, software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies – will be considered.

Prior to this change, the Guidelines did not include any explicit provision in this respect, and the application of the technology undertaking regime had largely been shaped by decisional practice. Before the amendments to the Communiqué, the Competition Board’s approach was to consider the total turnover of an undertaking once it was qualified as a “technology undertaking” for notification purposes. The updated Guidelines narrow the scope of this regime, which may directly affect the notifiability analysis, particularly for multi-activity undertakings. Accordingly, undertakings active in technology fields but also generating significant turnover in other sectors must, when assessing their notification obligations, take into account only the turnover derived from the relevant technology-related activities. This change may reduce the likelihood of multi-activity technology undertakings exceeding the applicable thresholds, as turnover generated from non-technology activities will be excluded from the calculation.

2.2. Definition of transaction party – economic unity approach

The definition of “transaction party” has been aligned with the Communiqué, and the economic unit approach has been expressly adopted. Accordingly, in merger control assessments, transaction parties are determined based on the economic units to which the undertakings concerned belong.

2.3. Scope of undertakings concerned in cases of joint control

The definition of undertakings concerned has been clarified in joint control scenarios. In newly established (green-field) joint ventures, the parent companies are considered as undertakings concerned, whereas the joint venture itself – having no turnover at the time of establishment – is not. However, where joint control is acquired over an existing company, both the acquiring parties and the target company are considered undertakings concerned.

2.4. Technical clarifications regarding turnover calculations

The amendments also introduce several technical clarifications:

• It is explicitly stated that sales in Türkiye will also be included when calculating worldwide turnover.
• The principles aimed at preventing double counting in joint ventures have been preserved.
• With respect to Article 8(5) of the Communiqué, it is clarified that, for transactions carried out within three years between the same persons or parties or within the same relevant product market, the starting point of the three-year period will be the date on which the notification is entered into the Authority’s records.

3. Guidelines on the assessment of horizontal mergers and acquisitions and guidelines on the assessment of non-horizontal mergers and acquisitions

The amendments introduced under both Guidelines are of a similar nature and primarily elaborate in detail on the assessment of coordination effects that may arise between parent companies in joint venture transactions, as introduced under Article 13 of the Communiqué.^[2]

3.1. Coordination effects in joint ventures

In the assessment of joint venture transactions, in addition to the analysis of the concentration, the Authority also assesses whether the joint venture may give rise to coordination effects between the parent companies. Where a joint venture has the object or effect of restricting competition between the parent companies, it is assessed under Article 4 of Law No. 4054. In this context, the Guidelines now incorporate, in line with the Board’s decisional practice, a more detailed analytical framework for assessing coordination effects. In particular, the risk of coordination is considered to be higher in the following circumstances:

• where the parent companies have significant activities in the market in which the joint venture operates;
• where there are pre-existing structural or contractual links between the parent companies (such as minority shareholdings or long-term supply/licensing relationships);
• where the joint venture acts as a key supplier or customer for the parent companies; and
• where the parent companies have significant activities in neighbouring markets closely related to the market of the joint venture.

Conversely, where the parent companies fully transfer their activities in the relevant market to the joint venture or do not have a meaningful presence in that market, the risk of coordination is generally considered to be low.

Under the previous framework, coordination effects were addressed only at a high level and did not provide a structured analytical approach specific to joint venture formations. The update addresses this gap by formalising, at the level of the Guidelines, the analytical standards applied in practice. This approach effectively reflects the Competition Board’s existing decisional practice and provides more concrete guidance to transaction parties.

Conclusion and assessment

While the updated Guidelines introduce important clarifications to align with the amendments made to the Communiqué earlier this year, they also bring a notable change particularly with respect to the turnover threshold applicable to technology undertakings, and clarify the Authority’s approach in certain areas, including joint venture transactions and turnover calculations.

That said, it is notable that certain key aspects expected to be clarified – particularly in relation to technology undertakings – remain unaddressed. In particular, the scope and boundaries of the “establishment in Türkiye” criterion, which is critical for the application of the technology undertaking exception, have not been further elaborated. It is therefore expected that these aspects will be shaped over time through the Competition Board’s practice and decisions, and potentially through future regulatory amendments or further guideline updates.

On the other hand, the updates demonstrate that the Competition Board has adopted a more comprehensive review standard, particularly in its approach to joint venture transactions. The detailed framework introduced for assessing coordination effects signals a more rigorous competition law scrutiny, especially in cases involving parent companies active in the same or neighbouring markets.

[1] With the amendments introduced by Communiqué No. 2026/2 Amending the Communiqué Concerning the Mergers and Acquisitions Calling for the Authorisation of the Competition Board, the turnover thresholds set out in the Communiqué have been increased, and a requirement of being established in Türkiye has been introduced for the application of the technology undertaking exemption. You may access our article on the relevant amendments here.

[2] The added provision reads as follows: “In making the assessment referred to in the third paragraph, the Board shall, in particular, take into account whether two or more of the transaction parties have significant activities in the same market as the joint venture or in a downstream, upstream, or closely related neighbouring market in which the joint venture operates; and whether the coordination that is the direct result of 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.”