Turkish competition law newsletter - Issue 2026/2

Introduction

The Turkish competition landscape rarely stands still, and this Spring 2026 edition of the Paksoy Turkish Competition Law Newsletter reflects that with particular force. This issue covers nine decisions and one significant regulatory update, spanning algorithmic pricing in digital markets, the boundaries of lawful pre-closing conduct in M&A transactions, cartel facilitator liability, the durability of dominance in platform markets, dawn raid obstruction and one of the largest information exchange fines ever imposed by the Turkish Competition Board (the Board). Across these topics, a common thread runs: the Turkish Competition Authority (the Authority) is sharpening its analytical tools and its appetite for enforcement in equal measure.

We open with the Authority’s updated mergers and acquisitions guidelines, revised following the significant amendments to Communiqué No. 2010/4 that entered into force in February 2026. The updates bring long-awaited clarity on the three-year rule in turnover calculations, the scope of the technology undertaking threshold, the definitions of transaction party and undertakings concerned, and the framework for assessing coordination effects in joint venture transactions. For deal teams working on complex or multi-step transactions, these clarifications are of immediate practical importance.

From merger control, we turn to the Board’s landmark algorithmic pricing decision concerning Amazon. The Board unanimously found that Amazon’s automatic pricing mechanism did not violate Article 4 of Law No. 4054 on the Protection of Competition. The outcome, however, is only part of the story. The decision lays down the first detailed Turkish analytical framework for evaluating algorithmic conduct in platform markets, drawing on EU, US and Nordic enforcement experience. It defines both a safe harbour and its limits with considerable precision, and the Board’s forward-looking warnings about the risks of price-matching algorithms at scale make this essential reading for any platform operator or in-house counsel working in the digital economy.

The discussion on the driving schools investigation that follows demonstrates the Board’s deepening approach to cartel facilitator liability. In a rare exercise of its sanctioning powers, the Board imposed fines on both a facilitation company and on its sole shareholder personally. The decision reinforces a principle that competition practitioners should keep firmly in mind: an undertaking that does not compete in the relevant market may nonetheless incur full liability under Article 4 of Law No. 4054 where its role is indispensable to a cartel’s existence, and the individual behind it may share that exposure.

On gun-jumping, this issue presents two decisions that pull in opposite directions and, together, define the perimeter of permissible pre-closing conduct with new precision. In Dgpays/Provision, the Board applied a structured three-category framework to pre-closing interactions and concluded that the conduct remained on the lawful side of the line. In Tekfen Holding/Can Kültür, interim voting alignment provisions contained in the share transfer agreement itself gave rise to de facto control and a gun-jumping fine, well before formal closing. Together, these cases offer M&A practitioners a considerably clearer map of where transaction preparation ends and unlawful implementation begins.

Shifting to platform market dynamics, the Board’s Yemeksepeti decision delivers a timely reminder that dominance is not a permanent condition. Following the rise of Trendyol Yemek and Getir Yemek, the Board concluded that Yemeksepeti’s formerly commanding position had eroded sufficiently to preclude a finding of dominance. The Air Mark/CCM/MR Invest merger control decision, meanwhile, addresses two recurring challenges in transactional practice: when interdependent agreements constitute a single concentration, and how joint control is assessed where governance rights, rather than shareholding levels, are the operative factor.

The Spotify dawn raid obstruction case is a sobering reminder of what is at stake when an undertaking impedes the Authority’s investigative process. Facing a preliminary investigation into alleged discriminatory conduct on its streaming platform, Spotify denied case handlers access to five identified employees over the course of an eight-hour on-site inspection. The resulting fines included a daily administrative fine under Article 17 of Law No. 4054, sending a clear signal to multinational groups whose Turkish operations are managed from abroad: organisational distance is not a defence, and the full weight of the Authority’s investigative powers applies regardless of where decisions are taken.

We close with the white meat sector investigation, in which the Board imposed aggregate fines exceeding TRY 3.7 billion and, for the first time in this sector, sector-wide behavioural remedies alongside the financial sanctions. The decision advances the Authority’s evidentiary framework for information exchange cases, with particular attention to the standards for distinguishing direct bilateral contacts from indirect exchanges and from information legitimately derived from publicly available sources. For undertakings in any sector where competitor data circulates through commercial or industry channels, the standards articulated here deserve careful attention.

This issue covers significant ground. We have aimed to bring both analytical depth and direct practical relevance to each of the topics addressed, and we hope readers will find it a useful resource as they navigate an increasingly active enforcement environment.

Togan Turan

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: (i) 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; (ii) 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 (iii) under both the Guidelines on the Assessment of Horizontal Mergers and Acquisitions and (iv) 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.

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.

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.

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.

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.

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. Conversely, where joint control is acquired over an existing company, both the acquiring parties and the target company are considered undertakings concerned.

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.

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]

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
• 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.

Should you have any questions regarding the updated guidelines and the amendments to the Communiqué, please do not hesitate to contact us.

by Gamze Boran, Selen Toma, Mete Erdoğan

When does an algorithm cross the line? The Turkish Competition Board’s decision on Amazon’s automatic pricing mechanism

 

Introduction

Algorithmic pricing has become one of the most contested frontiers of competition law, and Türkiye is no exception. On 18 April 2025, the Turkish Competition Board (the Board) published Decision No. 25-15/348-164, concluding unanimously that the automatic pricing mechanism Amazon Turkey Perakende Hizmetleri Limited Şirketi (Amazon) offered to its third-party sellers did not violate Article 4 of Law No. 4054 on the Protection of Competition (Law No. 4054). The decision did not result in a fine. Its significance lies elsewhere: it establishes the first detailed Turkish analytical framework for evaluating algorithmic pricing in platform markets, drawing on EU, US and Nordic enforcement experience, and it defines both a safe harbour and its limits with considerable precision.

The procedural background

The proceedings have their origin in a 2023 preliminary investigation into whether Hepsiburada had infringed Law No. 4054 through discriminatory treatment of sellers and a most favoured customer clause in its seller contracts. The Board found no need for a full-fledged investigation on those allegations but resolved to open a separate investigation into Hepsiburada’s automatic pricing mechanism. At the same October 2023 meeting, the Board identified, on the basis of publicly available sources, that Trendyol and Amazon also offered equivalent tools. It opened ex officio formal investigations against both, exercising its discretion under Article 40 of Law No. 4054 to proceed directly to investigation without a prior preliminary investigation phase.

Following commitment proceedings, Trendyol and Hepsiburada submitted commitment texts that the Board accepted as sufficient, and their investigations were closed. Amazon took a different path. It withdrew from commitment proceedings, maintaining that its mechanism was optional and pro-competitive, and separately announced it would close the tool in Türkiye. In its October 2024 petition, Amazon had indicated a closure date of 10 February 2025 regarding its automatic pricing mechanism; in a subsequent letter dated 7 April 2025 it confirmed that closure had in fact taken place on 11 April 2025. The Board noted that unilateral closure does not extinguish liability for past conduct and that Amazon had not committed to refrain from reintroducing the mechanism in the future.

Amazon’s automatic pricing mechanism

Amazon introduced the automatic pricing mechanism in Türkiye in April 2020, becoming the first marketplace in the country to offer such a tool. The mechanism enabled sellers to define pricing rules that automatically adjusted their listed prices within seller-set minimum and maximum thresholds. It offered four rule types.

The Competitive Featured Offer rule allowed sellers to match, stay above, or stay below the current Buy Box price. The Competitive Lowest Price rule offered the same three options referenced to the platform’s lowest listed price. The External Competitor Price rule allowed sellers to match or stay below the lowest price available on off-Amazon channels. There was no ‘stay above’ option under this rule; more notably, if a seller’s Amazon price was already lower than the external price, the ‘match’ command would raise it to the external level, producing an upward equalisation effect akin to a most favoured customer clause. Finally, the Sold Units-Based rule triggered an automatic price reduction when a seller’s sales volume fell below a defined threshold within a set period. Unlike the other three rules, it did not reference competitors’ prices and did not raise hub-and-spoke concerns. Participation in the mechanism was voluntary throughout, and the algorithm operated on pre-defined rules rather than machine learning.

The Board’s assessment

The Board characterised the relationship between Amazon and its sellers as vertical within the meaning of Communiqué No. 2002/2 on Block Exemption for Vertical Agreements (Communiqué No. 2002/2): Amazon supplied the platform and sellers were its downstream commercial counterparties. The automatic pricing mechanism formed part of that vertical relationship. The Board then assessed whether the mechanism could constitute a hub-and-spoke arrangement under which Amazon’s algorithm aligned the pricing strategies of horizontally competing sellers. Drawing on the Court of Justice of the European Union’s (CJEU) E-Turas judgment, the CMA’s Trod/GBE decision, Danish Competition and Consumer Authority’s (the DCCA) Ageras case, the US RealPage ruling and the Uber litigation,^[3] the Board held that establishing such an infringement under Article 4 would require proof that: (i) a seller shared its pricing strategy with Amazon expecting Amazon to transmit it to another seller; (ii) Amazon did so; (iii) the receiving seller was aware of the conditions of the original disclosure; and (iv) the receiving seller used that information when setting its own prices.

On the evidence before it, the Board found no violation. Five cumulative factors drove that conclusion: the mechanism was not mandatory (optionality); no agreement or concerted practice among sellers had been identified (no consensus of wills); each seller could configure its own price thresholds and rule parameters (individual differentiability); sellers could apply rules for different durations (variable validity periods); and the algorithm operated on pre-set rules rather than evolving autonomously or pooling private competitor data (rule-based, not learning-based, architecture). The Board also rejected Amazon’s de minimis defence. Although Amazon’s market share of approximately 6% fell below the thresholds in the De Minimis Communiqué, the Board noted that the conduct was proximate to price-fixing, a category of clear and serious infringement expressly excluded from de minimis protection. It further clarified that the unilateral closure of the mechanism did not eliminate its authority to issue a substantive ruling on past conduct.

The EARD’s forward-looking warnings

Despite the no-violation finding, the Board’s Economic Analysis and Research Department (EARD) placed explicit warnings on the record. The EARD analysed seven products and 67 sellers on the Amazon platform over the period January to May 2024. It found prices to be heterogeneous and highly dynamic and was unable to confirm anti-competitive coordination among sellers. It cautioned, however, that these results should be read carefully in light of the very low and discontinuous usage rates of the mechanism, which limited the robustness of any firm conclusions.

On a forward-looking basis, the EARD made two assessments that are particularly relevant for platform operators. First, the ‘match’ variant of any Buy Box-referenced rule carries a materially higher risk of producing price rigidity and reducing price diversity than the ‘stay above’ or ‘stay below’ variants. The EARD confirmed that the ‘match’ algorithm did produce its intended equalising effects in practice. Second, coordination risk scales with adoption: as more sellers use a price-matching algorithm referenced to the same Buy Box price, alignment effects become stronger and a coordination outcome becomes increasingly realistic. The Board’s Information Technologies Department had reached a materially similar conclusion at the preliminary investigation stage.

Conditions that risk tipping an automatic pricing mechanism into infringement

• Machine-learning architecture: Systems that autonomously evolve toward coordinated outcomes or pool private competitor data carry substantially higher risk than rule-based tools.

• Mandatory or effectively coerced adoption: Any Buy Box penalty, ranking consequence or commercial pressure that makes participation commercially unavoidable.

• Shared private data pools: Feeding confidential seller pricing data from multiple competitors into a common algorithm brings a hub-and-spoke finding materially closer.

• Absence of individual differentiability: Uniform pricing outcomes across participating sellers with no genuine seller-level customisation.

• High adoption, particularly of the match variant: The EARD has placed on record that coordination risk grows as uptake increases.

Practical takeaways

• Document the architecture. The rule-based versus learning-based distinction was decisive in this case. Platforms should maintain clear technical records showing that the algorithm does not pool private seller data or evolve autonomously toward price coordination.
• Preserve genuine optionality. Any platform feature that makes participation commercially unavoidable will undermine this defence. Internal documents linking Buy Box performance or ranking to the pricing mechanism are particularly high-risk.
• Monitor adoption and match usage. A mechanism that satisfies the five-factor test today may not satisfy it at higher adoption levels. Platforms should track the share of sellers using the tool and, in particular, those selecting the match variant of any Buy Box-referenced rule.
• Review the external competitor price rule for Most Favoured Customer (MFC) The upward equalisation effect, which raises a seller’s Amazon price to match a higher off-Amazon price, may attract scrutiny under both Article 4 of Law No. 4054 and the E-Commerce Intermediary Services Regulation, which prohibits restricting sellers’ freedom to price on alternative channels.
• Treat no-violation as a baseline, not a clearance. The Board and its technical departments have placed on the record the precise conditions under which a materially similar mechanism would cross the line. Those conditions should be treated as a live compliance checklist for any platform operating an automatic pricing tool.

Conclusion

The Board’s Amazon decision is the first Turkish ruling to set out a comprehensive analytical framework for algorithmic pricing in e-marketplace markets. The finding of no violation rested on a specific and documented combination of features, namely optionality, rule-based logic, individual differentiability, variable validity periods and the absence of inter-seller information flows, that may not be present in other mechanisms. With Trendyol and Hepsiburada having accepted binding commitments on substantially equivalent tools, the Turkish Competition Authority has made clear that automatic pricing mechanisms are a sustained enforcement priority. Platform operators and their advisers should treat this decision as a detailed map of both the safe harbour and its outer boundaries.

by Fırat Eğrilmez, Lara Akça

Turkish Competition Board fines cartel facilitator in driving schools sector: personal liability takes the wheel

 

In a rare exercise of its power to sanction individuals, the Authority has published a decision^[4] of the Turkish Competition Board (Board) where it imposed a personal fine on the sole shareholder and director of a company found to have facilitated a price-fixing cartel among driving schools.

Procedural background

The Board investigated allegations that private motor vehicle driving schools (MVDS) operating in Aydın province, together with True Özel Araştırma ve Danışmanlık Tic. San. Ltd. Şti. (True Danışmanlık), infringed Article 4 of Law No. 4054 on the Protection of Competition (Law No. 4054) by agreeing on driving course registration fees and imposing penalties on those who deviated from the agreed prices. Following a preliminary investigation, the Board opened a formal investigation in October 2024, ultimately covering 39 undertakings. True Danışmanlık, established in Kayseri, operates as a company providing research and detective services, and its sole shareholder and director is Serdar Kaplanoğlu.

During the investigation, all 39 parties applied for settlement under Article 43 of Law No. 4054. Of the 38 MVDSs, all submitted settlement texts and the investigation against them was terminated in July 2025. It is worth noting that True Danışmanlık, however, failed to submit a settlement text and did not even file a written defence at any stage of the proceedings.

Scope of infringements

On-site inspections revealed a multi-layered enforcement structure. Protocol documents signed by the MVDSs established joint registration fees, authorised True Danışmanlık to monitor compliance with agreed minimum prices and provided for automatic renewal. Promissory notes drawn up in favour of Serdar Kaplanoğlu were enforced against deviating MVDSs. The collected evidence – including protocols, price lists, meeting minutes, penalty receipts and bank transfer records – demonstrated that the arrangements were continuous, and that deviation was suppressed through monetary penalties. The Board also noted a prior decision issued in September 2024 in which True Danışmanlık had been found to have facilitated a similar price-fixing arrangement among driving schools in Uşak province, confirming a repeated pattern of conduct.^[5]

Sanctions

Relying on Article 14 of the Law No. 5326 on Misdemeanours (Law No. 5326) and the definition^[6] of ‘cartel facilitator’ under the Regulation on Active Cooperation for Detecting Cartels (Leniency Regulation), the Board held that an undertaking that does not operate at the same level of the production or distribution chain as the cartel parties may nonetheless be liable where it brokers or facilitates the establishment and/or continuation of a cartel. Drawing on its Çorum Construction Supervision^[7] precedent and, at EU level, Heat Stabilisers^[8] and Icap^[9]> decisions, the Board concluded that True Danışmanlık acted as a cartel facilitator by procuring the execution of the cartel agreements, monitoring compliance through mystery shoppers and covert recordings, enforcing contractual penalties and organising reporting meetings, thereby contributing indispensably to both the creation and continuation of the cartel.

The Board found that True Danışmanlık had exercised ‘decisive influence’ within the meaning of the Regulation on Administrative Fines to Apply in Cases of Agreements, Concerted Practices and Decisions Limiting Competition and Abuses of Dominant Position (Fines Regulation) by organising the protocols, managing enforcement mechanisms and pressuring MVDSs to join the cartel. An administrative fine was imposed on True Danışmanlık calculated on the basis of its 2024 annual gross revenues, with upward adjustments for duration (four to five years, at the rate of 4/5) and for decisive influence (at the rate of 1/2). Notably, a separate fine was also imposed on Serdar Kaplanoğlu at a rate of up to 5% of the fine imposed on True Danışmanlık.

Significance

This decision carries several points of practical significance.

First, it reinforces the Board’s established but still developing approach to cartel facilitator liability. An undertaking that does not compete in the relevant market, and which presents itself as a neutral audit or compliance service provider, may nonetheless be held liable under Article 4 of the Law No. 4054 if its role is indispensable to the cartel’s operation. The decision illustrates the Board’s willingness to treat private enforcement mechanisms, contractual penalties, promissory notes, and mystery shopping as evidence not merely of cartel implementation, but of the facilitator’s decisive influence, thereby attracting an aggravated fine.

Furthermore, the personal fine imposed on Serdar Kaplanoğlu is a particularly noteworthy instance of individual liability in Turkish competition enforcement – a sanction that, while available under Article 16(4) of the Law No. 4054 and Article 8 of the Fines Regulation, has rarely been invoked in practice, making this one of the few recent cases in which the Board has exercised this power on the basis of decisive influence. Given that True Danışmanlık is a limited liability company with Serdar Kaplanoğlu as its sole shareholder, the Board’s decision to impose a separate fine on him may be seen as reflecting a heightened willingness to look beyond the corporate veil in cases where the decisive influence of a particular individual is closely intertwined with the undertaking’s conduct. Alternatively, it may be understood as an additional deterrence measure deployed where the Board considers the fine imposed on the undertaking alone may not fully achieve the desired dissuasive effect. That said, the single-shareholder structure of True Danışmanlık means that the corporate fine inevitably has a direct economic impact on Serdar Kaplanoğlu himself, which raises the question of whether the cumulative imposition of both a corporate and a personal fine may engage the ne bis in idem principle – a point that could warrant further scrutiny in any judicial review of the decision.

All in all, the decision underlines that, where an individual’s conduct is the primary driver of an infringement, rather than a consequence of corporate decision-making, the Board is willing to pierce the corporate veil and hold that person personally to account, with attendant reputational as well as financial consequences.

by Gamze Boran, Onur Berke Okur

When interim covenants cross the line: The Turkish Competition Board’s approach to gun-jumping violation in the Tekfen decision

 

Introduction^[10]

On 15 April 2025, a notification was submitted to the Turkish Competition Authority (the TCA) concerning the acquisition of shares in Tekfen Holding AŞ (Tekfen) from the Berker Family by Can Kültür Sanat Eğitim Kurumları İşletmeciliği AŞ (Can Kültür) which belongs to Can Group (Can Group) (the Transaction).

However, shortly before the notification, a confidential complaint was submitted to the TCA on 3 April 2025, later triggering a sequence of events, revealing that Can Group had already started exercising control over Tekfen during the interim period without the approval of the Turkish Competition Board (the Board).

Assessment of Tekfen’s control pre– and prior to the transaction

The decision indicates that, prior to the Transaction, Tekfen, which is listed on the stock exchange, did not appear to be under the sole or joint control of any shareholder. Rather, the company was characterised by a dispersed shareholding structure, where decision-making was shaped by shifting alliances among shareholders comprising of different families, preventing the emergence of a stable control structure.

In this context, the Board first examined Tekfen’s quorum figures from previous general meetings, the attendance rates of Tekfen’s shareholders at these meetings and Tekfen’s shareholding structure. The Board noted that attendance rates at general meetings provide important insights into the extent to which a single shareholder or a specific group of shareholders can influence a company’s management compared to other shareholders. In particular, a shareholder or group that does not legally hold a majority stake in a company but achieves a high level of attendance at general meetings may exercise de facto control over decisions.

At this point, upon examining the attendance lists for the general meetings held between 2018 and 2024, it was observed that approximately 50% of votes were held by a small group of major shareholders, with the remainder widely dispersed. Specifically, although there were some fluctuations in the percentages over the years during this period, it was found that at Tekfen’s general meetings, the Berker family held a representation rate of approximately 22% to 31%, the Gökyiğit family 14% to 22%, and the Akçağlılar family around 6%, largely corresponding to their respective shareholding ratios.

The Board also examined the total voting rates of the shareholders attending Tekfen’s general meeting, noting that high and consistent attendance at general meetings may indicate de facto control, if it enables a shareholder to influence strategic decisions, even in the absence of a legal majority. Following its examination, the Board concluded that the total shareholding ratio of Can Group and the Berker family was sufficient to secure a majority. In this context, the Board found that there are three alternatives to achieve a majority to resolve at the general meetings within the scope of Tekfen’s Articles of Association: joint acts of (i) the Berker family and Can Group, (ii) the Yıldırım family and Can Group, or (iii) Can Group and the Yıldırım families/groups.

Accordingly, it was assessed that, upon completion of the Transaction, the combined shareholding of Can Group and the Berker family would reach 42.76% (noting that the Berker family will transfer its shares to Can Group). When this ratio is compared against the general assembly attendance rates over the past eight years, Can Group would be able to achieve a majority, which would ultimately result in Can Group exercising de facto control over the company.

In this context, the Board concluded that the control over Tekfen was acquired not through a transfer of legal control, but through the acquisition of de facto control, and that the Transaction therefore constituted an acquisition within the meaning of Article 5 of Communiqué No. 2010/4 as it resulted a change of control over Tekfen on a lasting basis.

Gun-jumping violation of Can Group

Pursuant to Law No. 4054 on Protection of Competition (Law No. 4054), mergers and acquisitions falling within the scope of Article 7 must be notified to the Turkish Competition Authority (the TCA). Closing such a transaction prior to obtaining the Board’s approval (even if they are already notified) or failing to notify them altogether constitutes gun-jumping violation and results in administrative monetary fines. In addition to monetary sanction, a key consequence is that the transaction is deemed legally invalid, preventing the acquirer from enforcing its rights in Türkiye under the transaction documents. In this regard, in notifiable mergers and acquisitions, the change of control must occur only after the Board’s clearance; otherwise, the transaction will be deemed to have been implemented without approval.

In most transactions, the parties execute a transfer agreement following the due diligence process. However, the mere existence of such an agreement does not necessarily mean that control – whether legal or de facto – has already passed to the acquirer. Following signing, the parties typically engage in integration planning and transitional arrangements, with closing occurring at a later stage as envisaged. While legal control is generally deemed to transfer upon closing, it is possible for undertakings, intentionally or unintentionally, to exercise de facto control in the interim period.

In this regard, the Board examined whether the Share Transfer Agreement concluded between Can Group and the Berker family members led to a change of control prior to obtaining its approval. When examining the clauses of the said agreement, the Board discovered that:

• Prior to the Authority’s approval and for any ordinary or extraordinary general meetings of Tekfen to be held between 1 May 2025 and 31 December 2025, members of the Berker family undertook to vote in line with the proposals and/or voting of Can Group on all agenda items.
• The Berker family members would vote in favour of, and in alignment with, any written and/or oral proposals of the Can Group regarding (i) the nomination of board members, (ii) the nomination of candidates to company committees, (iii) the approval of the company’s financial statements, and (iv) the discharge of the board members.
• The parties agreed to submit a joint list of board candidates, comprising members from both sides, at the ordinary general meeting to be held on 7 May 2025.
• The parties undertook to comply with the obligations set out in the transitional provisions, with any breach thereof triggering a penalty payment pursuant.

Under normal circumstances, in a notifiable acquisition, the acquiring party should commence exercising the voting rights corresponding to the acquired shares following the Board’s explicit or tacit clearance. However, in the present case, the Board assessed that the agreement executed between the parties during the transfer process (although notified to the TCA) produced its legal effects as of the date of execution prior to the Board’s approval and, resulted in a de facto change of control as it enables the acquirer to secure a simple majority of voting rights at the general meeting.

On the other hand, the Board found that the Berker family members and Can Group had submitted a proposal regarding a list of the board of directors at the general meeting held on 7 May 2025, and this list was approved through the voting majority of Can Group and the Berker family. Although Can Group had disputed that the said list had been submitted by a proxy of the Berker family and that the transitional provisions had not produced any effects in practice, the Board dismissed this argument. Upon examining the minutes of the general meeting, the Board concluded that the parties had acted in line with the provisions of the Share Transfer Agreement at Tekfen’s general meeting. In this respect, the Board held that even if the parties had not acted jointly at the general meeting held on 7 May 2025 as alleged, (i) they would remain bound by these provisions throughout the term of the agreement, (ii) the incentive to act jointly would continue in any subsequent meeting held prior to the Authority’s decision, and (iii) in light of the agreement executed between parties and the alignment of their conducts, they had behaved as if the Board’s approval had already been granted and the Transaction had been closed. The Board also considered that (i) whether the Share Transfer Agreement was implemented in practice is not of importance; (ii) pursuant to the transitional provisions of the Share Transfer Agreement, the voting rights held by members of the Berker family were made dependent on the will of the Can Group, and, (iii) as of the date of execution of the agreement, those voting rights became attributable to the Can Group.

In light of the foregoing, the Board concluded that, when the provisions of the said agreement, the applicable legislation and the outcome of the general meeting held on 7 May 2025 are assessed together, the transitional provisions led to the result that the voting rights held by members of the Berker family would be exercised by the Can Group, and that the acquisition (the change of control) had been implemented without obtaining the Board’s approval. Regarding the liability and awareness of such violation, the Board noted that, in light of Tekfen’s dispersed shareholding structure and past general meeting attendance patterns, Can Group should have been aware that it would acquire de facto control. It further emphasised that, pursuant to the Share Transfer Agreement, Can Group had assumed all legal and administrative liabilities arising from the transitional arrangements, including potential fines.

In conclusion, the Board ruled (i) that the relevant Transaction is subject to its approval, (ii) the Transaction is not legally valid until the Board’s final decision is rendered,^[11] and (iii) an administrative monetary fine was imposed on Can Group amounting to 0.1% of its gross revenue generated in Türkiye in 2024.

Key takeaways

Interim covenants can trigger gun-jumping: The interim covenants may themselves give rise to control concerns, particularly where it includes governance-related commitments.

Actual implementation is not required: The mere existence of binding provisions may be sufficient for a gun-jumping violation; whether they are exercised in practice may not be decisive.

Dispersed shareholding increases risk: In companies with fragmented ownership structures, parties should implement the necessary safeguards to avoid voting alignment which may establish de facto control.

Lack of implementation is not a defence: Even if the provisions are not implemented, their binding nature and potential future impact would remain as a risk for a potential gun-jumping violation.

Gun-jumping risks may surface unexpectedly: The TCA may become aware of a gun-jumping violation through third-party complaints or other channels, such as parallel filings. Parties should therefore not assume that a gun-jumping violation will remain unnoticed.

by Sabiha Ulusoy, Ece Ulusoy

Drawing the line on gun-jumping: how the Turkish Competition Board distinguished preparation from implementation in Dgpays/Provision

 

The Turkish Competition Board (the Board) continues to refine its approach to gun-jumping under the Turkish merger control regime. The Board’s decision concerning the acquisition of sole control over Provision Bilgi İşlem Sanayi ve Ticaret A.Ş. (Provision) by Dgpays Bilişim Hizmetleri A.Ş. (Dgpays) represents another step in this increasingly nuanced approach to potential gun-jumping concerns in the context of M&A transactions.

The parties to the transaction had notified the Board, but during the review process, the Board received anonymous complaints regarding the transaction, alleging that Dgpays had already begun marketing Provision’s acquiring infrastructure services and that certain public statements suggested the transaction had already been completed. In response, the Authority conducted dawn raids on both parties’ premises and reviewed extensive internal correspondence. It should be noted that dawn raids in the context of potential gun-jumping concerns are relatively rare in the Board’s practice. However, in light of recent precedents – notably the Param/Kartek decision^[12] and the even more recent
Tekfen Holding/Can Kültür decision^[13] – it is understood that the Board continues to take competition law compliance in M&A transactions rather seriously.

Although the case involved allegations of pre-closing coordination and early integration, the Board ultimately concluded that the transaction had not been implemented prior to clearance and refrained from imposing an administrative monetary fine. This outcome is particularly noteworthy as it provides further clarity on the distinction between permissible preparatory conduct and unlawful implementation in M&A transactions, especially between signing and closing of transactions.

A structured assessment of pre-closing conduct. At first glance, the evidence revealed a level of interaction that would typically raise gun-jumping concerns. However, rather than treating all such interactions as inherently problematic, the Board adopted a structured analytical framework, categorising the conduct into three groups: investor-relations communications, business-partnership interactions and acquisition-related preparatory steps. This approach enabled the Board to assess each category in its proper context. In particular, it accepted that certain information exchanges – such as the provision of operational data for investor reporting – may constitute legitimate steps in the context of a pending transaction. It also placed significant weight on the parties’ pre-existing commercial relationship, noting that coordination in customer engagements and technical discussions reflected cooperation between complementary service providers, rather than control over decisive decisions of Dgpays.

Where the Board draws the line: coordination vs control. A central feature of the decision is the emphasis on what was absent from the evidence. The Authority found no indication that Dgpays directed Provision’s pricing, approved its contracts, intervened in personnel decisions, or otherwise replaced its independent decision-making. Nor was there evidence that the parties acted as a single economic entity in the market.

This contrasts with the Board’s earlier reasoning in Param/Kartek, where similar interactions were found to amount to a de facto transfer of control. In that case, the acquirer’s involvement extended to management structures, commercial strategy, customer relations and operational decision-making, ultimately leading to the conclusion that the target had lost its ability to act independently prior to clearance.

Conclusion

These decisions therefore clarify that coordination alone is not determinative. The decisive factor is whether such conduct results in the acquirer obtaining the ability to exercise decisive influence over the target’s strategic behaviour. Where this threshold is crossed – through direction of pricing, control over customer relationships or integration of decision-making – the standstill obligation will be breached.

By contrast, conduct that remains within the sphere of transaction preparation, including technical alignment, organisational planning, or limited information exchange, may be permissible, provided that the target retains both the ability and incentive to act independently.

Alignment with Tekfen Holding/Can Kültür decision. The decision is also consistent with the Board’s reasoning in Tekfen Holding/Can Kültür, where gun-jumping was established due to interim arrangements that effectively enabled the acquirer to exercise decisive influence over voting behaviour and corporate decisions prior to clearance. The absence of comparable mechanisms in Dgpays/Provision appears to have been a key factor in the Board’s conclusion that no implementation had taken place.

In light of the above, the Dgpays/Provision decision signals a more calibrated and context-sensitive approach to gun-jumping enforcement in Türkiye. While the Board continues to scrutinise interim period conduct closely, it appears prepared to distinguish between coordination and control, and to reserve sanctions for cases where a genuine shift in decisive influence can be established. For M&A practitioners, the decision offers welcome guidance on the permissible boundaries of pre-closing engagement – an area that has long presented practical challenges, particularly in transactions involving parties with pre-existing commercial relationships or where operational continuity necessitates a degree of information exchange prior to closing.

For transaction parties, the message remains clear: while some level of coordination may be unavoidable, the target must continue to operate as an independent decision-maker until clearance is obtained. Careful structuring – and documentation – of interim period conduct remains essential.

by Gamze Boran, Selen Toma

From market leader to competitive pressure: how TCA reassessed Yemeksepeti’s position in 2025

 

The Turkish Competition Board (Board) published its reasoned decision concerning allegations that Yemek Sepeti Elektronik İletişim Perakende Gıda AŞ (Yemek Sepeti) infringed Article 6 of the Law on the Protection of Competition No. 4054 (Law No. 4054) by mandating the use of its own courier service within the scope of its online food ordering platform services, thereby making it more difficult for member businesses to operate. This article provides an overview of the Board’s assessment of the relevant markets and dominance and explains why Yemek Sepeti was not found liable for an infringement.

Scope of the complaint

The allegations centred on claims that Yemek Sepeti forced member businesses to use its own courier service as a condition of joining the platform, that this requirement was not included in previously concluded agreements but was imposed on newly established and transferred businesses, that orders could only be delivered within a maximum distance of five kilometres and that separate commissions charged for the courier service resulted in significantly higher commission rates, causing many operators to suffer and cease operations. Accordingly, the case primarily examines whether Yemek Sepeti infringed Law No. 4054 by mandating that restaurants listed on its platform use its courier system.

The Board’s assessments

Yemek Sepeti operates as a marketplace platform, providing intermediary infrastructure to third-party merchants rather than directly selling products to consumers. Delivery services provided through such platforms are carried out under two main models: one where the platform merely transmits orders, and another where it additionally offers logistical support for delivery. In the relevant product market assessment, the Board found that online food ordering and delivery platform services and courier services are distinct services addressing different needs, subject to separate pricing, and provided under different contractual terms. However, given that the relevant market for the purposes of this assessment is the market in which the effects of the conduct are likely to materialise, namely, the online food ordering and delivery platform services market, and considering that Yemek Sepeti does not itself directly provide courier services, the Board deemed it unnecessary to establish a definitive market definition encompassing two separate markets. Accordingly, the relevant product market was defined as ‘online food ordering and delivery platform services.’

Abuse of dominant position

In assessing dominance, the Board observed that Trendyol Yemek (DSM Grup Danışmanlık İletişim ve Satış Ticaret AŞ) strengthened its position, surpassing Yemek Sepeti in the number of contracted restaurants as of 2022, while Getir Yemek (Getir Perakende Lojistik A.Ş.) remained a significant player and Migros Yemek (Dijital Platform Gıda Hizmetleri AŞ) achieved a growth trend across all parameters despite entering the market only in 2022. Although Yemek Sepeti retained a leading position in certain parameters, its formerly monopolistic market share had shown a continuous downward trend since 2021. The Board further found that restaurants possess buyer power, as they can substitute by receiving orders through alternative platforms. In light of these considerations, the Board concluded that Yemek Sepeti is not in a dominant position. Nevertheless, for the sake of completeness, the conduct was also evaluated under Articles 4 and 6 of Law No. 4054 on the assumption that Yemek Sepeti held a dominant position.

Assessment of Yemek Sepeti’s conduct under articles 4 and 6 of law No. 4054

Under Article 4 of Law No. 4054, the Board concluded that the conduct arose as a unilateral act by Yemek Sepeti in relation to undertakings joining its platform for the first time and, since there was no concurrence of wills, could not be assessed within the scope of Article 4.

Under Article 6 of Law No. 4054, the Board assessed whether the conduct constituted unlawful tying, assuming Yemek Sepeti held a dominant position. The Board found that the two distinct products requirement was satisfied, as platform services and courier services meet different needs, are separately priced, and are provided under different contractual terms. However, the coercion element was not established: there was no uniform practice, particularly from July 2023 until 2024, and the existence of restaurants that recently commenced cooperation with Yemek Sepeti, as well as accepted exit requests, made it difficult to conclude that all restaurants were forced to obtain both services together. Even assuming tying existed, the Board found no exclusionary anti-competitive effects in either the platform services market (where competitors continued to grow) or the courier services market (where independent couriers and third-party providers work with multiple platforms). The Board also rejected the unfair contractual terms claim, concluding that Yemek Sepeti does not hold an indispensable trading partner position, that more than half of the market is represented by other players and that restaurants have both the ability and incentive to switch to alternative platforms.

Conclusion and key takeaways

The Board concluded that Yemek Sepeti does not hold a dominant position in the online food ordering and delivery platform services market. Further the tying allegation failed on both prongs: (i) the two distinct products requirement was met, but no coercion was established, and (ii) no foreclosure effects were identified in either the platform or courier services markets. The unfair contractual terms claim was also rejected, as Yemek Sepeti was found not to hold an indispensable trading partner position vis-à-vis restaurants. In the end, no administrative monetary fine was imposed.

Practical implications for platform operators

Platform operators should review onboarding terms to ensure that any bundling of ancillary services with core platform access is not structured in a manner that could be characterised as coercive, particularly where the platform holds a strong market position. Exit mechanisms should be clearly defined and practically accessible, as the Board placed significant weight on the ability of restaurants to exit the platform-delivered model. Operators should continuously monitor their market position and the availability of competing platforms, as a shift in competitive dynamics could alter the regulatory assessment of identical conduct. Finally, where member businesses possess buyer power, including the ability and incentive to multi-home or switch platforms, this will be a material factor in the Board’s assessment of both dominance and the sustainability of allegedly unfair contractual terms.

Counterfactual analysis

The Board’s conclusions are heavily fact-dependent. Had Yemek Sepeti retained its earlier monopolistic market share without competitive pressure from Trendyol Yemek and Getir Yemek, a finding of dominance would have been considerably more likely. Similarly, had the courier mandate been applied uniformly and exit rendered practically impossible, the coercion element may well have been satisfied. Furthermore, if restaurants had lacked credible alternatives, the unfair contractual terms theory would have carried substantially greater force. Platform operators whose factual circumstances differ from those of Yemek Sepeti should carefully assess their own risk exposure.

by Oğulcan Halebak, Mehmet Fırat Müezzinoğlu

Turkish Competition Board clarifies joint control and single concentration in Air Mark/CCM Decision

 

In its Air Mark/CCM/MRInvest decision dated 31.12.2025 and numbered 25-50/1245-697, the Turkish Competition Board (Board) examined the transaction concerning the acquisition of joint control over Air Mark Havacılık Turizm ve Taşımacılık Ticaret AŞ (Air Mark) and Cargo Capacity Management KFT (CCM) by MR Invest SAS (MR Invest), alongside the existing shareholders Alper Arat and Hakan Erman.

While the transaction itself did not raise competitive concerns, the decision provides useful guidance on (i) when multiple transactions constitute a single concentration, and (ii) the assessment of joint control – particularly in cases involving minority shareholders and staged governance structures. The discussion below focuses on these aspects.

Transaction structure. The transaction involves MR Invest acquiring minority stakes in Air Mark and CCM under two share purchase agreements dated 15 August 2025, together with a shareholders’ agreement to be executed in relation to CCM at closing. Prior to the transaction, Air Mark and CCM are jointly controlled by Alper Arat and Hakan Erman. Following completion, both companies will be jointly controlled by MR Invest, Alper Arat, and Hakan Erman, as detailed below.

Single concentration assessment. As a preliminary matter, the Board assessed whether the acquisitions of Air Mark and CCM should be treated as separate transactions or as a single concentration. Despite being structured through two separate agreements, the Board concluded that the transactions constituted a single concentration, as each was conditional upon the completion of the other and involved the same parties. Referring to Article 5(4) of Communiqué No. 2010/4, the Board reiterated that interdependent or conditional transactions must be assessed as a whole. This aspect of the decision confirms that transaction structuring alone will not prevent multiple steps from being treated as a single concentration where they are economically linked.

Joint control through minority rights. The Board then assessed whether the transaction resulted in a change of control and concluded that both Air Mark and CCM would be subject to joint control following completion. Consistent with established practice, the Board focused on governance rights rather than shareholding levels. In particular, it found that:

• strategic decisions required the approval of both MR Invest and the existing shareholders, and
• minority shareholders were granted veto rights over key commercial matters, including budget, business plans, investments, and management decisions.

In the case of CCM, the Board placed particular emphasis on the shareholders’ agreement, which ensured that both investor groups were required for a quorum and decision-making, effectively granting each party the ability to block strategic decisions. A similar structure was identified for Air Mark. On this basis, the Board concluded that all parties would have the ability to exercise decisive influence over the undertakings, resulting in joint control.

Temporary vs lasting joint control. A key aspect of the decision concerns whether the joint control structure should be regarded as temporary. In this respect, the Board examined the envisaged evolution of control over Air Mark. Under the transaction documents, it is contemplated that, after a specified period, MR Invest would be able to appoint all members of the board of directors and thereby acquire sole control over Air Mark.

However, the Board emphasised that this outcome was not secured by any legally binding mechanism and that the continuation of joint control would ultimately depend on the parties’ future arrangements. Referring to its Guidelines on Cases Considered as a Merger or an Acquisition and the Concept of Control and established decisional practice, the Board reiterated that a joint control structure will only be considered temporary where a transition to sole control is clearly envisaged and contractually secured. In the absence of such binding provisions – and taking into account the parties’ intention to maintain board representation – the Board concluded that the transaction gives rise to a lasting change in control. This confirms that a mere expectation or commercial intention to move toward sole control is not sufficient; rather, legal certainty is required for a joint control phase to be treated as transitional.

This decision generally provides helpful clarification on the Board’s approach to interdependent transactions and joint control analysis, particularly in private equity contexts. In practice, it highlights that inter-conditional transactions will be assessed as a single concentration, and joint control will be found wherever governance rights confer effective veto power over strategic decisions, regardless of shareholding level or future intentions. It also reinforces that, in the absence of a legally binding path to sole control, joint control structures will be treated as permanent for merger control purposes.

by Selen Toma, Deniz Özmen Büyükduman

Cooperate, or else: dawn raid obstruction at Spotify and the Turkish Competition Authority’s enforcement action

 

Background

Pursuant to the Turkish Competition Board’s (Board) decision, a preliminary investigation was launched under Article 40(1) of Law No. 4054 on Protection of Competition (Law No. 4054) to determine whether the economic entity comprising Spotify Dijital Yayıncılık Hizmetleri AŞ (Spotify Dijital) and Spotify Yönetim Destek Hizmetleri AŞ (Spotify Yönetim), which are collectively referred to as Spotify Türkiye, together with Spotify AB (collectively, Spotify), had violated the provisions of the Law No. 4054.^[14] The preliminary investigation was rooted in allegations that Spotify Türkiye discriminated against artists and content creators on its platform, particularly in terms of visibility, and engaged in anti-competitive strategies such as predatory pricing that hindered the activities of competitors operating in the online music streaming services market and/or affected the distribution of royalty payments made to the relevant parties. Within the scope of the preliminary investigation, on 2 July 2025 at 11:25, case handlers of the Authority attended the address registered as Spotify’s headquarters in Türkiye to conduct an on-site inspection, also known as a dawn raid. During the inspection, the case handlers encountered various acts that resulted in the obstruction of the inspection.

Pre-inspection preparations

Prior to conducting the on-site inspection at Spotify, publicly available sources were reviewed in detail to gather preliminary information regarding the undertaking and to prepare for the inspection process. According to a 2022 news report, Spotify had decided to close its Türkiye office that it had opened in 2013, with Türkiye operations to be attached to regional country representatives. In this context, suspicions arose that Spotify Dijital, the Türkiye-resident entity of the group, was not operationally active, that there was no administrative or technical structure within Spotify Dijital for the provision of the Spotify application in Türkiye, that sufficient human resources had not been employed, and that only a single natural person had been appointed as chairperson of the board of directors. Accordingly, efforts were made to identify the individuals responsible for running the Turkish operations among those who were not residing in Türkiye.

Based on information obtained from public sources, press reports and statements published on Spotify’s official website, it was concluded that the individuals to be examined in connection with the allegations in the file, on account of their direct links to Spotify’s activities in Türkiye, were five specific employees.

The on-site inspection

In the presence of the relevant officials throughout the inspection, an examination was conducted of the email account and mobile device of the only undertaking representative present at the premises, the chairperson of Spotify Dijital’s Board of Directors.

While this examination was ongoing, the case handlers simultaneously notified the representatives present that contact needed to be made with Spotify AB officials in order to identify the individuals who could be brought within the scope of the inspection. The case handlers specified that they sought to understand how subscription and advertising policies were determined in relation to Spotify’s activities in Türkiye, how the decision-making mechanism operated in these processes, the extent to which Spotify Türkiye was involved in those policies and the process by which playlists were compiled.

During the third of numerous video conferences held throughout the duration of the on-site inspection, Spotify officials stated that no single playlist was matched to a single individual, that playlists were compiled through multiple editors and algorithms, that operations were conducted on a global scale and that there was no separate, Türkiye-specific, country operation. Potentially as the final straw, during the fourth and the final video conference held during the day, case handlers’ request for access to inspect the five specifically identified employees was explicitly refused.

From the moment of first contact at 12:53 through to 20:35, a period of approximately eight hours, despite the case handlers waiting within the premises for their requests to be accommodated and the necessary coordination to be arranged, Spotify officials ultimately communicated that they considered the five individuals to have no relevance to the subject matter and that access would therefore not be granted.

Documents obtained during and following the inspection

When assessed as a whole, the below documents obtained during the on-site inspection and subsequent inspections at third parties demonstrated that the individuals requested by the case handlers to be inspected held significant roles in Spotify’s activities in Türkiye.

• Document 1 – Obtained during the inspection of Spotify Dijital’s Chairperson’s email account: A file titled ‘PLs issues – 20.05.2024’ was found to have been updated via a Spotify email address belonging to one of the five identified individuals. The content of the file contained risk assessments relating to criticism of Spotify’s editorial playlists aired on a national television channel on 20 May 2024, indicating that the individual held knowledge and authority over various matters relating to Spotify’s Türkiye operations.
• Document 2 – Obtained during the on-site inspection at Universal Music Türkiye (Emi-Kent Elektronik San. ve Tic. AŞ): A Spotify executive had sent an email to a Universal Music Türkiye official introducing one of the five identified individuals as the person ‘responsible for Türkiye,’ confirming that Spotify itself had held that individual out as the person responsible for Türkiye-related processes.
• Document 3 – Obtained during the on-site inspection at DMC Müzik Yapım ve Tic. AŞ: An email sent by one of the five identified individuals to a DMC official contained the statement ‘our New Music Friday Türkiye list will not be updated on Friday 27 December, the last Friday of the year,’ demonstrating that Türkiye-related communications regarding playlists were conducted through that individual.
• Documents 4 & 5 – Obtained during the on-site inspection at Sony Music Entertainment Türkiye: Email correspondence revealed that business relations between Sony Music and Spotify were conducted through one of the five identified individuals, and that the same individual held authority over Spotify Türkiye’s editorial planning processes.
• Document 6 – Obtained during the on-site inspection at Warner Music Türkiye Müzik Kayıt Prodüksiyon ve Pazarlama AŞ: An email chain confirmed that one of the five identified individuals held authority over matters relating to Turkish artists within the RADAR and EQUAL programmes and was directly connected to the Turkish market.

Legal assessment

The Board identified the following specific grounds for its finding of obstruction. First, examining only the chairperson of Spotify Dijital’s Board of Directors was not, by itself, sufficient. The suspicion that Spotify Dijital was not operationally active, lacking any administrative or technical structure for the provision of the Spotify application in Türkiye, not employing sufficient human resources and having only a single natural person appointed as board chairperson, was confirmed. Despite this, the identities of the individuals responsible for running Türkiye’s operations were not disclosed to the case handlers, who were compelled to identify the relevant persons entirely through their own efforts.

Second, the case handlers repeatedly communicated their need to interview the five named individuals connected to the Turkish market and to examine their email accounts. Despite the case handlers explaining on multiple occasions why access to these individuals was important, and confirming through documents obtained during the inspection that they had direct links to Türkiye-related matters, Spotify AB did not facilitate access to any of the five employees.

Third, despite multiple meetings being held and breaks given to allow Spotify officials to arrange the necessary coordination, not one of the five employees attended any of the meetings. No justification based on technical or physical impossibility was ever offered, the sole ground given was that the individuals ‘had no relevance to the subject matter’. Furthermore, despite the case handlers explaining both the legal basis for the inspection and the manner in which it would be conducted, even going so far as to share the keywords to be used in email searches, no constructive step was taken. It became apparent that Spotify officials were insisting on the position that only those employees whom they themselves deemed appropriate for the scope of the preliminary investigation could be examined.

Sanctions imposed

Through its decision dated 17 July 2025,^[15] the Board found that the on-site inspection conducted at Spotify on 2 July 2025 had been obstructed, and accordingly imposed an administrative monetary fine equivalent to five per thousand of Spotify’s 2024 annual gross revenues under Article 16(1)(d) of Law No. 4054, as well as a daily administrative monetary fine of five per ten thousand of Spotify’s 2024 annual gross revenues for each day of the obstruction under Article 17(1)(b) of the same Law.

Following notification of the short-form decision to Spotify’s representative, Spotify wrote to the Turkish Competition Authority on 15 August 2025 inviting the Authority’s officials to conduct the on-site inspection and undertook to make available the relevant international employees of Spotify AB who are responsible for Türkiye’s operations.

For each day during which the on-site inspection first attempted on 2 July 2025 was obstructed, a daily administrative monetary fine of five per ten thousand of Spotify’s 2024 annual gross revenues was applied. The daily fine is an important tool designed to ensure that undertakings cannot render the on-site inspection process – one of the Authority’s most important evidence-gathering methods – ineffective by simply paying the lump-sum fine under Article 16(1)(d) of Law No. 4054, nor can they conceal all information and documents relating to potentially anti-competitive acts by accepting the five-per-thousand fine. Accordingly, the total administrative monetary fine imposed on Spotify under Article 17(1)(b) of Law No. 4054 amounted to TRY 27,630,373.57.

Conclusion

This decision is a clear illustration of the importance that competition authorities attach to the effective exercise of on-site inspection powers. It also serves as a significant warning to multinational companies operating in the Turkish market through internationally based employees: Even where their Turkish entities are not operationally active, they remain subject to the full range of investigative and enforcement mechanisms available under Turkish competition law.

by Göktuğ Selvitopu, Ceren Özkorkut

Turkish Competition Board concludes investigation against white meat producers

 

Introduction

The Turkish Competition Board (the Board) concluded its investigation into several undertakings operating in the white meat sector regarding allegations of exchanging competitively sensitive information in September 2025. The Board’s decision (the Decision) is noteworthy on several grounds. First, it constitutes the third significant enforcement action undertaken by the Board in the white meat sector, following the White Meat-I decision^[16] and the White Meat-II decision,^[17] thereby evidencing the Turkish Competition Authority’s (TCA) consistent and increasingly rigorous scrutiny of competitive dynamics in this market. Second, the total amount of administrative fines imposed, exceeding TRY 3.7 billion, represents one of the highest aggregate sanctions ever rendered by the Board in a single investigation, highlighting the gravity attributed to information exchange violations among competitors under Turkish competition law. Third, the Decision is distinguished by the imposition of sector-wide behavioral remedies alongside financial penalties. Finally, the Decision clarifies the evidentiary standards for distinguishing between information obtained through direct or indirect contacts among competitors and information derived from publicly available sources, thereby contributing to the analytical framework under Article 4 of Law No. 4054.^[18]

The Board’s legal assessment

The main allegation examined by the Board concerned whether the undertakings subject to the investigation had infringed Article 4 of Law No. 4054 by engaging in the exchange of competitively sensitive information with their competitors. The Board determined that the exchange of forward-looking or current non-public information, such as data relating to prices, costs, production volumes, capacity utilisation, stock levels and sales figures, constitutes, by its very nature, a restriction of competition, insofar as it is capable of facilitating coordination and diminishing the independence of undertakings in their commercial decision-making processes.

On-site inspections conducted by the TCA yielded a substantial body of documentary evidence, including internal correspondence, emails with attachments containing competitor data tables, and WhatsApp communications. The Board identified several categories of evidence as particularly probative in establishing the existence and scope of the alleged infringement.

The Board identified extensive evidence of information exchange among competing undertakings across several categories of competitively sensitive data. Certain internal email chains demonstrated that competitor undertakings had directly shared highly granular operational data, including frozen and fresh poultry prices, raw material costs, discount rates, daily slaughter figures, capacity expansion plans and sales strategies, through bilateral contacts with competitor personnel rather than through publicly available sources. Further correspondence among competitor undertakings included joint analyses linking feed costs with feed conversion ratios, thereby disclosing proprietary unit cost structures capable of reducing strategic uncertainty. Evidence of advance knowledge of pricing decisions was also established: certain internal emails referenced competitors’ discount policies and prospective list prices, and the Board substantiated these findings by demonstrating that actual sales prices in the days following the communications aligned with the figures mentioned. On-site inspections further revealed that multiple undertakings possessed competitor price lists prior to their official release or entry into force. Finally, numerous internal documents contained detailed data on competitors’ slaughter volumes, chick placements, average slaughter weights, feed conversion ratios, mortality rates and investment plans. Cross-checking these figures against operational data submitted by the undertakings themselves revealed a high degree of consistency, which the Board considered to confirm that the information had originated directly from the competing undertakings and not from third-party or publicly available sources.

By its Decision, the Board found that Akpiliç, Aspiliç, Bakpiliç, Banvit, Bupiliç, Erpiliç, Gedik, and Hastavuk had infringed Article 4 of Law No. 4054 by engaging in the exchange of competitively sensitive information. The Board found that, by contrast, CP had not been established to have participated in any infringing conduct and accordingly it did not impose an administrative fine on the relevant undertaking.

The Board concluded that each of the eight undertakings found in breach participated in information exchanges that, by their very nature, were capable of restricting competition, given that the data shared was non-public, granular, firm-specific and, in significant part, forward-looking. The Board further held that such exchanges increased transparency between competitors, reduced the level of uncertainty that would ordinarily characterise independent market conduct and thereby impaired the conditions necessary for autonomous competitive decision-making. In this context, the Board classified the conduct as a restriction ‘by object’, thereby making it unnecessary to demonstrate actual anti-competitive effects in the market.

Administrative fines were imposed on each undertaking determined to have participated in the infringement, on the basis of the relevant gross revenues for 2024, calculated pursuant to the applicable fine regulation. The Board assessed the following aggravating and mitigating factors in setting individual fine rates: the duration and scope of each undertaking’s participation, its relative market position and whether specific conduct evidenced a more active role in initiating or organising the exchanges.

In addition to financial sanctions, the Board assessed that behavioral remedies were warranted pursuant to Article 9(1) of Law No. 4054 in order to terminate the violation and restore effective competition. The Board accordingly imposed two sector-wide obligations on undertakings active as producers or suppliers in the white meat market: (i) any updated sales price or price list must be implemented with immediate effect upon communication to buyers, including resellers, and (ii) the practice of issuing future-dated price lists must be discontinued. The Board assessed that these measures directly targeted the structural feature that had enabled the conduct under investigation, namely the circulation of price lists in advance of their effective date, which created a window during which competitors could access and react to their forthcoming pricing prior to customer notification.

Conclusion

The imposition of behavioral remedies alongside substantial administrative fines marks the first application of such measures in the white meat sector and reflects the continued intensity of the Authority’s scrutiny of information exchange violations in this market, building on its earlier enforcement actions. The Decision further underscores the Board’s evolving approach to evidentiary assessment in information exchange cases, particularly its willingness to cross-reference seized documents with actual market data in order to substantiate findings of both direct bilateral contacts and indirect exchanges among competitors through dealers. For undertakings operating in the white meat sector, the Decision serves as a clear signal that the exchange of non-public, firm-specific and forward-looking commercial data will be treated as a serious infringement attracting significant financial and behavioral consequences. Going forward, market participants would be well advised to review their internal compliance frameworks and information-handling practices in light of the standards articulated in this Decision, so as to mitigate the risk of future enforcement action under Article 4 of Law No. 4054.

by Gülçin Dere, Aslı Su Çoruk

[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: ‘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.’

[3] The five foreign decisions examined by the Board: CJEU, Case C-74/14, Eturas and Others [2016] ECLI:EU:C:2016:42; CMA, Case 50223, Trod/GBE [2016]; Danish Competition and Consumer Authority, Ageras A/S, 30 June 2020; District of Columbia v RealPage Inc, Case No. 2023 CAB 6762; Spencer Meyer v Travis Kalanick, 15 Civ 9796 (SDNY 2016).

[4] The Board’s decision dated 06.11.2025 and numbered 25-41/1016-582.

[5] See the Board’s Uşak MVDS decision dated 26.09.2024 and numbered 24-39/927-398.

[6] Cartel facilitator is defined as ‘undertakings and associations of undertakings which mediate for organising and/or maintaining a cartel, facilitate the organisation and/or maintaining a cartel with their activities, without carrying out activities at the same level of production or distribution chain as the parties to the cartel’ under the Leniency Regulation.

[7] The Board’s Çorum Construction Supervision decision dated 02.12.2013 and numbered 13-67/929-391.

[8] European Commission’s AT.38589, Heat Stabilisers decision dated 11.11.2009 and the Court of Justice’s Case C-194/14 P, AC Treuhand v Commission decision dated 22.10.2015.

[9] European Commission’s Case AT.39861, Yen Interest Rate Derivatives decision dated 4.12.2013 and the General Court’s Case T-180/15, Icap v Commission decision dated 10.11.2017.

[10] The decision is available here: https://tinyurl.com/4pceym53.

[11] The Board cleared the Transaction with its decision dated 18 September 2025 and numbered 25-35/848-480. The decision is available here: https://tinyurl.com/44k53zrf.

[12] The Board’s decision numbered 24-16/390-148 and dated 4 April 2024.

[13] The Board’s decision numbered 25-23/589-371 and dated 26 April 2025.

[14] The Board’s decision dated 26 June 2025 and numbered 25-23/570-M.

[15] The Board’s decision dated 17 July 2025 and numbered 25-26/634-392.

[16] The Board’s decision dated 25.11.2009 and numbered 09-57/1393-362.

[17] The Board’s decision dated 13.03.2019 and numbered 19-12/155-70.

[18] The Board’s decision 18.9.2025 and numbered 25-35/837-492.