Turkish Competition Law Newsletter - 2025 Winter Issue

Introduction

Welcome along for the 2025 Winter issue of the Paksoy Turkish Competition Law Newsletter series. As the new year brings new resolutions to all, Turkish competition landscape has been no exception. Within this edition, we are delving into some recent regulative developments, revisiting certain popular issues from past editions in the face of new developments, looking into an eventful 2024 and, as always, take a look at some significant Competition Board (“Board”) precedents.

As has been the case within the two latest editions of our Paksoy Turkish Competition Law Newsletter series, we are once again looking at a recent amendment to the regulations guiding the Turkish antitrust universe as we review the Turkish Competition Authority’s (“TCA”) newly revised administrative fines for competition violations.

Among the topics that have been trending in competition law circles in the last year, arguably none have been as ever-present as labour markets. While we had analysed the draft guidelines the TCA had published on this front within our Autumn issue, this time around we are going worldwide and bringing to you the latest developments in labour markets from around the globe, including the now officially-published version of the TCA’s guidelines on labour markets.

Turning our attention from regulatory developments to precedents, we are walking you through a series of new investigations conducted by the TCA, as well as an analysis of how commitments became a regular fixture within investigations conducted by the TCA, including certain recent examples.

Last but not least, we are delving into a recent decision of the Board involving a case of gun-jumping, which is a candidate to become a landmark precedent for the Board, while also bringing you the gist of the TCA’s merger control filing statistics for the 2024 calendar year, and the updated merger control notifiability thresholds for 2025.

In summary, this Winter Issue seeks to provide an overview of the critical recent developments and significant Board precedents guiding and shaping the Turkish antitrust landscape. We hope you enjoy and find this Winter issue helpful.

by Togan Turan

Navigating Türkiye’s revised administrative fines for competition violations:
Key updates and practical insights

by Gülçin Dere, Gamze Boran, Oğulcan Halebak

Türkiye’s new Regulation on Administrative Fines for Restrictive Agreements, Concerted Practices, Decisions, and Abuse of Dominance (the Fines Regulation) was published in the Official Gazette on December 27, 2024 (No. 32765) and replaces the previous regulation that had been in force since 2009. While our earlier Legal Alert summarized the key elements of the amendments made by the Fines Regulation, this piece further examines the practical implications of these changes and also aims to provide insight on the guideline for its implementation published by the Turkish Competition Authority (Authority) on February19, 2025.

Abolishment of base fine rates

The Fines Regulation abandons the approach in which the base fine rate was determined solely based on the types of violations that were categorized as “cartel” and “other violations,” introducing a significant shift by removing the predefined base fine ranges in the previous regulation. Under the new framework, the Turkish Competition Board (the Board) benefits from its wider discretion, already granted to it by Article 16 of the Law No. 4054 on the Protection of Competition (Law No. 4054), to establish a base fine, taking into account the gravity of harm caused or likely to be caused, as well as whether the violation is a hard-core infringement. While this change possibly allows for more tailored penalties, this could also enable the Board to sanction hard-core violations even more severely, which may result in efficiencies by way of imposing a higher risk for potential cartelists. Nonetheless, the statutory cap of 10% of an undertaking’s annual gross revenues remains a safeguard against further excessive fines.

Effects of violation duration

The Fines Regulation provides incrementally higher fines depending on the length of a violation: increases of 20% for 1–2 years, 40% for 2–3 years, 60% for 3–4 years, 80% for 4–5 years, and a full 100% increase for infringements extending beyond 5 years. The revised framework emphasizes the importance of accurately assessing the duration of a violation, aligning the fine more closely with the scope of noncompliance. This more refined structure also enhances predictability for undertakings by providing clearer guidelines for potential penalties.

These changes elevate the need for undertakings to maintain precise records of their activities, as disputes over the duration of violations could become a focal point in administrative court challenges. It could be concluded that the new emphasis on duration further highlights the Authority’s commitment to ensuring penalties reflect the ongoing impact of anticompetitive behaviour, thereby incentivizing undertakings to take timely corrective actions.

Guideline on the implementation of the Fines Regulation

Following the adoption of the Fines Regulation, a Guideline on Administrative Fines for Restrictive Agreements, Concerted Practices, Decisions, and Abuse of Dominance (Guideline) was published on the Authority’s website on February 19, 2025.^[1]

The Guideline provides a comprehensive framework for how administrative fines will be calculated under the Fines Regulation. While it does not introduce entirely new concepts, it consolidates and clarifies key aspects of fine determination, enhancing transparency and predictability while reinforcing deterrence. Notably, the inclusion of example scenarios and structured fine calculation methodologies is helpful to eliminate uncertainties, thereby ensuring that the process is applied consistently and without ambiguity.

A key objective of the Guideline is to provide greater clarity on the methodology of fine calculations, which enables adaptation of the fine to the subjective conditions of the undertakings. Notably on this matter, it has been stated that the base fine may be determined at up to 10% of the undertaking’s annual gross revenue, and in cases where a violation has a serious impact on competition or that the violation is by nature hard core, the starting fine percentage may be set close to the statutory upper limit. This reflects the Authority’s firm and uncompromising approach toward enforcement, reinforcing its commitment to deterrence and strict regulatory oversight.

The Guideline also states that when determining the initial base fine rate, the harm considered is not limited to its impact on the level of competition in the relevant market but also includes its actual or potential negative effects on other protected interests. On that point, the Guideline makes clear that the negative impact of anticompetitive behaviours that may hinder the development or growth of the national economy, complicate the implementation of macroeconomic policies, or make it more difficult to respond to force majeure events, such as earthquakes, fires, and pandemics, may be taken into account when determining the initial penalty rate.

The Fines Regulation clarifies the concept of “decisive influence,” defining it as having an indispensable role in the commission or continuation of the violation. Now, in line with this definition, whenever an administrative fine is imposed on an undertaking, any manager or employee who exercised decisive influence on the infringement may also face a fine of up to 5% of the penalty imposed on the undertaking. Since the distinction between cartel and non-cartel violations has been eliminated, these fines for managers and employees are now applied uniformly across all types of infringements. In the Guidelines, indications of decisive influence have been exemplified as defining the strategic elements of an anticompetitive agreement, leading a meeting, or organizing meetings to implement or maintain the agreement, the presence of a leading or encouraging role in the infringement, coercion of other undertakings into the infringement, and the exercise of control, pressure, deterrence, and sanction mechanisms through actions such as warnings, instructions, or guidance toward other undertakings, as well as similar behaviours.

While there have been cases where managers and employees were fined due to their decisive influence in the violation,^[2] this harmonization reflects a stricter stance toward personal accountability. This shift could also underscore the growing emphasis on individual responsibility in ensuring compliance with competition law.

The Fines Regulation continues to list mitigating factors by way of examples, but has expanded and clarified certain aspects of the factors. In particular, Article 7(d) confirms the reduction of fines where foreign sales revenues are included in an undertaking’s annual gross revenues. Thus, the export activities of undertakings have been recognized as a factor that may be considered in determining administrative fines. The Board may apply a reduction by taking into account factors such as the structure of the market in which the infringement occurred, whether the products subject to the infringement or the market(s) in which the undertaking operates are supported under export incentive policies, and the proportion of foreign sales in the annual gross revenue. The Board’s approach to excluding such revenues has varied in past cases; this explicit language could be expected to standardize the practice and reduce ambiguity.

The Guideline makes it unmistakably clear that mitigating factors play a crucial role in determining the final level of fines imposed. This is best illustrated through the example scenarios provided in the Guideline. One particular scenario highlights how an initial fine percentage of 14.4% was substantially reduced to 2.88% due to the application of mitigating factors. If no mitigating factors had been present, the fine would have been set at the statutory upper limit of 10%, reflecting the weight of cooperation, proactive engagement, and providing well-constructed proper defences in investigations as the evidentiary burden for mitigating factors is on the undertaking concerned.

It should be noted that the Fines Regulation further reinforces the importance of on-site inspections by explicitly categorizing active cooperation to the on-site inspection—beyond legally required obligations—as a mitigating factor. As the evidentiary burden is on the investigated undertaking in terms of mitigating factors, the on-site inspection minutes now an even more critical piece of evidence in proving such cooperation. Undertakings seeking fine reductions must ensure that their efforts—such as voluntary document submissions, immediate compliance with data requests, and facilitation of digital records ensuring that the inspection is complete in a shorter period—are properly recorded in the inspection minutes.

This structured approach signifies that while discretion remains in the hands of the Authority, clear documentation and demonstrable cooperation are the most effective ways for undertakings to secure substantial fine reductions.

Implications and recommendations

In conclusion, the Fines Regulation underscores the Authority’s commitment to addressing emerging competition law challenges. In light of explicit recognition of the discretion of the Board, vigilance by undertakings and their legal advisers to ensure compliance and effectively manage risks are necessary. The introduction of these changes not only expands the Authority’s enforcement toolkit but also compels undertakings to reassess their strategies in competition law compliance. Undertakings must remain vigilant, adopting a proactive approach to compliance and legal risk management. This includes conducting thorough audits of their activities and maintaining open lines of communication with legal counsel to navigate the evolving regulatory landscape.

 

Developments in labour markets: Turkish and global perspectives

by Kansu Aydoğan Yeşilaltay, Sena Sasani

Since 2021, competition authorities worldwide have increasingly scrutinized labour markets, recognizing that anticompetitive agreements and practices can distort employment conditions and restrict workers’ mobility. This heightened focus is evident in recent developments across various jurisdictions, including Türkiye, the United States, and the European Union.

Global trends in labour market regulation

Regulators are now treating labour markets with the same level of concern as traditional product markets. Anticompetitive practices, such as wage-fixing agreements and no-poach arrangements, are being investigated and sanctioned more aggressively. Authorities emphasize that restrictions on competition in labour markets not only harm workers by suppressing wages and limiting job mobility but also stifle innovation and economic efficiency. The growing international alignment in enforcement highlights a stricter stance against such violations.

The Department of Justice’s and Federal Trade Commission’s new guidelines on labour market violations

On January 16, 2025, the Federal Trade Commission (FTC) and Department of Justice (DOJ) issued new Antitrust Guidelines for Business Activities Affecting Workers (FTC Guidelines),^[3] expanding enforcement on labour market restrictions. The guidelines heighten scrutiny on wage-fixing, no-poach agreements, and noncompete clauses, warning that even indirect wage coordination or information exchange may violate antitrust laws. According to the FTC Guidelines, the FTC and the DOJ may investigate certain types of agreements or business practices, such as:

• Agreements between companies not to recruit, solicit, or hire workers, or to fix wages or terms of employment may violate the antitrust laws and may expose companies and executives to criminal liability:
• Agreements in the franchise context not to poach, hire, or solicit employees of the franchisor or franchisees may violate the antitrust laws:
• Exchanging competitively sensitive information with companies that compete for workers may violate the antitrust laws;
• Employment agreements that restrict workers’ freedom to leave their job may violate the antitrust laws; and
• Other restrictive, exclusionary, or predatory employment conditions that harm competition may violate the antitrust laws.

European Commission policy brief on antitrust in labour markets

The European Commission (EC) has also intensified its focus on labour markets. A recent policy brief^[4] published in May 2024, underscores the risks of anticompetitive behaviour in employment-related agreements and highlights the importance of protecting workers’ rights through competition law enforcement. Similar to the FTC, the EC views wage-fixing and no-poach agreements as clear by-object infringements that distort labour market competition.

The Turkish Competition Authority and the new guidelines on labour markets

In line with this global trend, the Turkish Competition Authority (Authority) published its Guidelines on Competition Infringements in Labour Markets (Labour Guidelines) on November 21, 2024,^[5] which clarifies the applicability of competition law to labour market practices in Türkiye. The Labour Guidelines explicitly recognize that labour is an essential input in business activities and falls within the scope of competition law.

Key takeaways from the Labour Guidelines include:

• Wage-fixing agreements. Wage-fixing agreements involve joint determination of working conditions, including wages, hours, fringe benefits, and other employment terms. Examples of such conditions range from compensation and leave entitlements to provisions like private health insurance or pension plans. These agreements are considered to be within the same bucket with the traditional price-fixing agreements and would be treated as cartels. They constitute a violation by object. Additionally, third parties facilitating such agreements may also be held accountable.
• No-poach agreements. Agreements that restrict the movement of employees between competing firms are viewed as anticompetitive. Even agreements requiring consent from the current employer fall within this category. Third-party facilitators may share liability depending on the specifics of each case.
• Information exchange. Exchanges of sensitive employment-related information between competitors—such as wages, benefits, or hiring strategies—are treated as potential violations unless properly anonymized and aggregated.
• Ancillary restraints. The Authority acknowledges that certain employment-related restrictions in commercial agreements (e.g., noncompete clauses in M&A transactions) may be justified if they are directly related, proportional and necessary for the implementation of the main agreement.

Very recently, the Authority published its reasoned decision on its investigation into whether French private schools operating in Istanbul[6] violated Article 4 of Law No. 4054. In its decision, the Board decided that all undertakings subject to the investigation had jointly determined school enrolment fees, the components constituting those fees, and the salaries of Turkish teachers.

The Authority’s approach in the French Private Schools decision once again underscores the growing significance of labour markets in competition law enforcement. The Authority acknowledges that labour constitutes a critical input for undertakings, both as a cost factor and a key determinant of competitive strength. The Authority identifies wage-fixing agreements and no-poach agreements as the primary forms of anti-competitive conduct in labour markets, emphasising their similarity to traditional cartel behaviours in product markets. The reasoned decision stresses that such practices not only suppress wages and limit employment opportunities but also indirectly harm consumer welfare by reducing overall market efficiency.

Conclusion: What companies should do

Given the increasing regulatory scrutiny by the competition authorities, businesses and legal practitioners must stay vigilant to ensure compliance with evolving standards and best practices in labour market competition law. Conducting internal audits of employment-related agreements to identify potential anticompetitive clauses, avoiding direct or indirect coordination with competitors on hiring practices, wages, or employment conditions, and implementing strict compliance programs to prevent unlawful information exchange regarding labour market policies should be considered by businesses.

 

Merger control filing thresholds under Turkish legislation

by Sabiha Ulusoy

A transaction resulting in a change of control on a lasting basis is subject to the approval of the Turkish Competition Board (Board) by a mandatory merger review process as if the transaction parties’ turnover figures exceed one of the following thresholds set forth under Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué No. 2010/4):

1. The transaction parties’ aggregate Turkish turnover exceeds TRY 750 million, and the respective Turkish turnovers of at least two of transaction parties exceeds TRY 250 million; or
2. The Turkish turnover of the target exceeds TRY 250 million and the worldwide turnover of at least one of the other transaction parties exceeds TRY 3 billion

 

However, the TRY 250 million thresholds will not apply to “technology undertakings” that are active in the Turkish market (which should be interpreted as generating revenue in Türkiye), have R&D activities in Türkiye, or provide services to users located in Türkiye. In this context, “technology undertakings” are defined as undertakings that operate as digital platforms or in software and game software, financial technologies, biotechnology, pharmacology, agrochemicals, and medical technology sectors.

The term “turnover” is defined as the net sales generated as of the end of the financial year preceding the date of the notification in accordance with the uniform accounting plan, or, if this cannot be calculated, of those generated as of the end of the financial year closest to the date of notification. In this regard, the turnover analyses should be made considering the latest completed fiscal year of the parties. In the calculation of the turnover, average buying rate of exchange of the Central Bank of Türkiye (CBT) for the financial year in which the turnover is generated shall be considered as the rate of exchange.

Within this framework, when calculating the TRY equivalents of the transaction parties’ 2024 turnover figures, the following average buying rates announced by the CBT for 2024 should be used:

EUR 1 = TRY 35.49

USD 1 = TRY 32.79

GBP 1 = TRY 41.87

JPY 100 = TRY 21.65

CNY 1 = TRY 4.53

SAR 1 = TRY 8.74

For transaction parties whose 2024 revenue is not yet available, and whose 2023 revenue will be taken into account, the calculation should be made based on the following exchange rates:

EUR 1 = TRY 25.68

USD 1 = TRY 23.74

GBP 1 = TRY 29.51

JPY 100 = TRY 16.77

CNY 1 = TRY 3.32

SAR 1 = TRY 6.33

In this context, the foreign currency equivalents of the revenue figures specified in Communiqué No. 2010/4 are as in the table below for the transactions to be notified in 2025.

	If 2024 figures are available	If 2023 figures should be considered
TRY 250 million	Approximately EUR 7 million	Approximately EUR 9.7 million
	Approximately USD 7.6 million	Approximately USD 10.5 million
	Approximately GBP 5.9 million	Approximately GBP 8.5 million
	Approximately JPY 1.5 billion	Approximately JPY 1.5 billion
	Approximately CNY 55.1 million	Approximately CNY 75.3 million
	Approximately SAR 28.6 million	Approximately SAR 39.5 million
TRY 750 million	Approximately EUR 21.1 million	Approximately EUR 29.2 million
	Approximately USD 22.8 million	Approximately USD 31.6 million
	Approximately GBP 17.9 million	Approximately GBP 25.4 million
	Approximately JPY 3.4 billion	Approximately JPY 4.5 billion
	Approximately CNY 165.5 million	Approximately CNY 225.9 million
	Approximately SAR 85.8 million	Approximately SAR 118.5 million
TRY 3 billion	Approximately EUR 84.5 million	Approximately EUR 116.8 million
	Approximately USD 91.4 million	Approximately USD 126.4 million
	Approximately GBP 71.6 million	Approximately GBP 101.7 million
	Approximately JPY 13.8 billion	Approximately JPY 17.9 billion
	Approximately CNY 662 million	Approximately CNY 903.6 million
	Approximately SAR 343.2 million	Approximately SAR 473.9 million

 

The figures listed above are only approximate calculations, and the TRY equivalents of the parties’ turnovers should be calculated on a case-by-case basis since a different calculation may be required for companies whose fiscal year does not align with the calendar year (i.e., January–December).

 

Turkish Competition Authority announced the merger control statistics report for 2024 calendar year

by Deniz Benli Kandiyoti, Göktuğ Selvitopu

With the turn of the new year, the Turkish Competition Authority (Authority) announced its annual report of merger control transaction statistics concerning the Turkish Competition Board’s (Board) decisions issued for the 2024 calendar year. The Authority reviewed 311 transactions in 2024, which is the highest total number reviewed for the period starting from 2013, although 2021 was a close second with 310 transactions.

Looking at a detailed breakdown of the statistics, a foreign influence can surely be felt as 167 out of the 311 transactions involved a full slate of entities established outside Türkiye. The lack of an exemption under Turkish merger control regime for “foreign-to-foreign” transactions could possibly be counted among the reasons for this statistic. This foreign influence could also be seen within the 164 transactions the Authority reviewed, which were transactions realized outside of Türkiye by foreign entities.

On the other hand, in 75 of the 311 transactions reviewed by the Authority in 2024 all of the transaction parties were established in Türkiye. In 131 of the 311 transactions, the target entity was established in Türkiye and the total economic value of such transactions was almost USD 5.85 billion.

Although 311 was the highest number of transactions reviewed by the Authority for the last 12 years, the average number was 226, with the 300 mark only reached twice.

Arguably as a result of the revision of merger control thresholds and the enactment of the “technology undertakings” exemptions created by the Authority in 2022, computer programming, consulting, and relevant services were the leading field of activity among the notified transactions, which showcases the effects of the catch-all nature of the technology undertakings exemption.

The review process of the Authority, which generally tends to include one or more rounds of questions directed to transactions parties, had an average of 12 days between the date of latest submission by the transaction parties to the Authority and the approval decision of the Board being issued.

Out of the 311 transactions reviewed by the Authority, 8 were deemed to be outside the scope of the Authority’s review process, given that these transactions did not result in a change of control on a lasting basis.

Out of the 311 transactions reviewed by the Authority, 47 involved investments being made into undertakings established in Türkiye, with 7 Dutch-based entities taking the lead among the 47 different transactions. The total investment value declared within these transactions, which all included target entities established in Türkiye, amounted to just over 3 billion US dollars. France-based entities were involved in 6 transactions committing investments made to undertakings established in Türkiye. No other country’s Türkiye-based undertakings exceeded 3 such transactions in 2024.

Out of the 311 transactions review by the Authority in 2024, 6 were approval decisions made relating to privatisations. The total transaction value for these 6 decisions was USD 957 million.

Only 2 out of the 311 transactions reviewed by the Authority were taken into Phase-II for a full-fledged investigation.

 

Premerger pitfalls unveiled: Key takeaways from the Param/Kartek gun-jumping decision for M&A transactions

by Gamze Boran, Selen Toma

Mergers and acquisitions necessitate a fine balance between essential premerger exchanges and maintaining corporate independence until the Turkish Competition Board’s (Board) regulatory approval. The Board’s recent examination of the Param/Kartek transaction^[7] (Transaction), concerning acquisition of Kartek Holding A.Ş. (Kartek) by Param Holding International Coöperatief U.A. (Param), highlights this balance, setting another precedent in the Turkish merger control regime for what constitutes permissible versus prohibited actions while awaiting the merger clearance to close an M&A deal.

The Transaction was notified to the Board in 2023, and the merger control review was ongoing while confidential complaints were raised to the Turkish Competition Authority (Authority) regarding several premature actions taken by Param. These complaints indicated that, despite not having received the Board’s approval, Param publicly declared its intention to acquire Paycore (Kartek’s brand of payment services), suggesting that the Board’s approval was forthcoming. This was further complicated by allegations regarding the transfer of some executives to Kartek, effectively starting its management under Param’s direction and statements by Param executives in this context, and the use of the Paycore brand in Param’s advertisements. Given these circumstances, the Authority conducted an on-site inspection at the parties’ premises.

The Authority explored a complex array of interactions between Param and Kartek, which the Board found exceeded the threshold of acceptable premerger conduct. This case underscores the evolving landscape of compliance in M&A activities, particularly concerning “gun-jumping”—premature integration or coordination before receiving antitrust approval, potentially leading to significant penalties.

In the decision, the Board pinpointed a range of behaviours indicative of gun-jumping. This includes situations where the target’s key business decisions required approval from the purchaser, and the purchaser’s interference in the target’s R&D activities. Additionally, these situations include the purchaser deriving benefits from the target’s assets, managing customer offers and discounts, taking charge of personnel decisions, reviewing, revising, and approving customer contracts, sharing sensitive details such as pricing and contract terms, and initiating the merging of sales teams while presenting both companies as united to customers. The Board also views actions such as appointing the purchaser’s representatives to the target’s board, the purchaser providing services to the target’s customers, and managing the target’s goods as clear signs of the purchaser acquiring de facto control. The purchaser interfering in the target’s invoices and transactions, scrutinizing contracts concerning the target’s employees, and paying off the target’s outstanding debts also highlights this overreach, signifying a premature transfer of control and posing gun-jumping.

Specifically on the Transaction, the Board identified multiple instances where Param assumed de facto control over Kartek, ranging from direct involvement in operational decisions to joint marketing efforts that suggested more than just preparatory alignment. The following actions breached the principle that entities operate independently until the antitrust approval is granted, including throughout the merger filing review process.

As a result, the Board noted the following actions that show that Param had in fact acquired control of Kartek before the clearance decision was granted:

• Param appointed the senior executives of Kartek;
• Param managers attended Kartek’s management meetings;
• Param significantly influenced decisions related to Kartek’s employee promotions, salary increases, and the choice of banks for salary promotions, and coordinated employee transfers between the companies;
• There was joint marketing and sales development between Kartek and Param where Kartek was mentioned as a Param group company;
• Param led the discussions with Kartek’s customers;
• Param participated in customer meetings presenting a united economic entity with Kartek;
• Param influenced the daily management activities of Kartek (e.g., invoices, purchases, social media accounts, debt payment plans);
• Param managers/employees had user accounts on Kartek systems; and
• Param provided human resource support for Kartek’s systemic and operational processes.

These actions not only jeopardized the Transaction’s compliance but also exposed Param’s ultimate controller, the Yılmaz family, to administrative fines in 0.1% of the gross revenue generated in Türkiye in 2022, highlighting the severe repercussions of overstepping legal boundaries in premerger engagements.

The Board’s stringent approach in this decision serves as a vital precedent for navigating mergers and acquisitions. It also stresses the importance of maintaining independent business operations until regulatory approval is obtained, thereby ensuring compliance and safeguarding competitive integrity. Additionally, it establishes clear and practical guidelines for communication and information sharing between merging entities, highlighting the need for careful coordination during the transition period while the merger clearance decision is awaited to close the deal. For professionals involved in M&A transactions, this decision serves as a timely reminder of the importance of adhering to regulatory boundaries and managing potential risks in the premerger phase. It also underscores the need for proactive strategic planning and legal oversight to avoid pitfalls that could delay or derail a deal, which could also have implications between the M&A parties in terms of interim period obligations, deal value, and allocation of costs if the administrative fines are imposed due to a gun-jumping violation, as it is imposed on the acquiring party in acquisitions, and both parties in mergers.

 

New investigations by the Turkish Competition Board

by İrem Uysal

In the ever-evolving regulatory landscape, the Turkish Competition Board (Board) continues its proactive approach to ensuring fair competition across various industries. In 2025, the Board has already launched several key investigations, targeting different market players suspected of engaging in anticompetitive practices. These inquiries underscore the Board’s commitment to fostering a level playing field and preventing unfair market dominance. Below is a chronological overview of the investigations so far initiated in 2025.

Investigation into Pure Organic Gıda A.Ş. (3 January 2025)

On 3 January 2025, the Board initiated an investigation into Pure Organic Gıda A.Ş. to determine whether the relevant undertaking violated Article 4 of the Law No. 4054. The investigation focuses on allegations of restrictive trade practices that could potentially hinder competition in the organic food sector. Given the increasing demand for organic products, this inquiry is particularly significant as it could shape future market dynamics and influence how companies engage in competition in this rapidly growing industry.^[8]

Investigation into Casting Agencies and Managers (8 January 2025)

On 8 January 2025, the Board launched an investigation into the Casting Agencies Association and several casting agencies and managers. The primary focus of this inquiry is to assess whether these entities have engaged in anticompetitive agreements or practices that may distort the casting market. Given the increasing demand for creative industry regulations, this investigation holds particular significance in ensuring fair competition and preventing potential collusive behaviour that could limit opportunities for independent agencies and professionals.^[9]

Investigation into Koroplast Temizlik ve Ambalaj Ürünleri San. ve Tic. A.Ş. (12 January 2025)

On 12 January 2025, the Board announced an investigation into Koroplast Temizlik ve Ambalaj Ürünleri San. ve Tic. A.Ş. to evaluate whether the relevant undertaking has engaged in practices that might restrict competition within the cleaning and packaging sector. As packaging and cleaning supplies are crucial components in various industries, any potential anticompetitive behaviour could have widespread implications on both suppliers and consumers. The Board aims to ensure that market conditions remain fair and competitive.^[10]

Investigation into Sahibinden Bilgi Teknolojileri Pazarlama ve Ticaret A.Ş. (6 February 2025)

On 6 February 2025, the Board initiated an investigation into Sahibinden Bilgi Teknolojileri Pazarlama ve Ticaret A.Ş. (Sahibinden), one of Türkiye’s largest online classified platforms. The relevant undertaking is being scrutinized for allegedly abusing its dominant market position by using user data from its online vehicle sales platforms to gain an unfair advantage in the online secondhand vehicle trading market. To prevent further potential anticompetitive behaviour during the investigation, the Board has also imposed interim measures to prevent potential anticompetitive practices during the investigation. These measures include:

• Restrictions on platform design. Sahibinden must ensure that Otobid advertisements on its homepage do not overshadow or obstruct the ad placement option for users.
• Prevention of user steering. The company must eliminate any forms of direction or redirection that would influence individual users toward a particular service during the ad placement process.

Data usage prohibition. Sahibinden is prohibited from using any user or listing data obtained from its corporate and individual members for competitive purposes in the online secondhand vehicle trading market. The company must implement the necessary organizational, operational, administrative, and technical measures to ensure compliance with this restriction.

The decision to implement interim measures underscores the Board’s intent to act swiftly in mitigating possible consumer harm and in maintaining a competitive market structure. The outcome of this inquiry is expected to have significant consequences for digital marketplace regulations in Türkiye.^[11]

Conclusion

The Board’s recent investigations reflect its dedication to fostering a competitive and fair marketplace. With businesses facing increasing scrutiny, these cases serve as a reminder for undertakings operating in different markets to adhere strictly to competition laws and avoid practices that may distort market conditions.

For undertakings, compliance with the competition law rules remains paramount, and staying informed about these developments is essential. As these investigations unfold, the outcomes will likely shape future regulatory standards and enforcement priorities in Türkiye. Undertakings are encouraged to evaluate their business practices and ensure alignment with competition law requirements to mitigate risks of regulatory intervention.

Please note that the initiation of an investigation does not imply a definitive violation of the law. The proceedings are ongoing, and conclusions will be drawn upon their completion.

 

Commitment mechanisms considered to be a helpful tool in antitrust investigations in the Turkish competition landscape

by Göktuğ Selvitopu

Introduction

Commitment mechanisms have become an increasingly important tool in competition law enforcement worldwide, offering a flexible and efficient way to resolve antitrust investigations without the need for a burdensome and lengthy litigation process. Türkiye has not failed to catch up with this trend, as the Turkish Competition Board (Board), the decision-making body of the Turkish Competition Authority (Authority) has embraced commitment mechanisms as a means to address certain competition law violations while promoting market efficiency and consumer welfare. This article explores the use of commitment mechanisms in Turkish competition law, focusing on recent precedents set by the Board and their implications for future enforcement.

Legal framework for a commitment mechanism in Türkiye

The legal basis for commitment mechanisms in Turkish competition law is established under Article 43 of the Law No. 4054. This provision allows undertakings under investigation for certain anticompetitive practices to propose commitments to address the competition concerns identified by the Authority. While the Authority’s counterpart the European Commission (EC) has long been using the commitment mechanism in line with Article 9 of the Regulation 1/2003, the Authority’s Communiqué No. 2021/2 on Commitments to be Offered in Preliminary Investigations and Investigations on Anticompetitive Agreements, Concerted Practices, Decisions and Abuse of Dominant Position, which sets forth the commitment mechanism entered into force on 16 March 2021.

Since the adoption of the commitment mechanism as another tool available for the relevant undertakings in investigations vis-à-vis the Authority, we have witnessed a steadily increasing number of investigations that involved commitments being offered to the Authority and a number of investigations which conclude on the basis of such commitments.

Certain recent precedents of the Board involving commitments

1. Duracell decision

The Board initiated an investigation against a leading distributor of portable accumulators and batteries in Türkiye, namely Duracell, for allegations of infringement of Article 4 of the Law No. 4054 based on claims that Duracell restricted its distributors’ active and passive sales and imposed noncompete obligations that created barriers to competition.

Given that Duracell’s distributor network did not include territorial exclusivity and the agreements with the distributors prohibited not only active sales outside the designated territory but also passive sales of distributors, it was deemed that the agreements did not fit the criteria to be granted a block exemption under Communiqué No. 2002/2. Duracell’s distribution agreements also included noncompete obligations for an indefinite period, which meant that the agreements also did not benefit from a group exemption.

Commitments offered by Duracell included assigning distributors exclusive territories and restricting their active sales within the scope of this exclusivity system, but not to restrict any passive sales of the distributors, as well as revising the noncompete obligations within the agreements in terms of duration and scope. These commitments offered by Duracell were deemed acceptable to eliminate any competition concerns of the Authority, and the Board did not impose a monetary fine on Duracell.

2. Oriflame decision

Similarly, to the Duracell decision, the Oriflame decision involved restriction of passive sales by way of limiting online sales of resellers. Oriflame, which is active in cosmetics and personal care products, offered a set of commitments including signing new agreements with its resellers that will include provisions to remove any clauses that may directly or indirectly restrict resellers’ online sales, avoid de facto restrictions on online sales, refrain from requiring authorization or approval for resellers wishing to make online sales, and announce these contractual revisions on its official website.

The Authority, agreeing that the offered commitments are appropriate and sufficient to resolve the competition law concerns in question, made these commitments binding for Oriflame, and concluded the investigation regarding the allegations of passive sales restrictions.

3. The Pierre Fabre and Avon decisions

In the Pierre Fabre decision, the Authority assessed whether the agreements concluded between the cosmetics company Pierre Fabre and its authorised distributors violated Article 4 of Law No. 4054. The Board found that Pierre Fabre had imposed a total ban on internet sales, which excluded the agreement from the scope of a block exemption. Pierre Fabre proposed commitments, including the removal of internet sales restrictions and the revision of its distribution agreements to exclude such restrictions. The Board accepted these commitments, concluding the investigation.

Similarly, in the Avon decision, the Authority evaluated whether Avon, another cosmetics company, restricted the passive sales of its resellers via restriction of online sales. The Authority found that Avon required its resellers to obtain prior approval before selling its products online, which constituted an absolute and general ban on internet sales and thus of passive sales. To combat this, Avon proposed commitments, including a clause allowing resellers to sell products online without prior approval of Avon, and the Board accepted these commitments and concluded the investigation.

These decisions highlight the Board’s approach to addressing passive sales restrictions, especially coming in the form of restrictions of online sales, through commitment mechanisms, ensuring that such restrictions do not foreclose the market to online resellers or restrict intra-brand competition.

4. IPSO decision

This decision involved an investigation initiated by the Authority regarding allegations that certain undertakings active within the tractor manufacturing and marketing sector engaged in anticompetitive practices, potentially violating Article 4 of the Law No. 4054.

To address the concerns raised during the investigation, IPSO Tarım AŞ proposed a set of commitments to eliminate potential competition law violations. The commitments offered followed a three-pronged approach and included amendments to the dealership agreements executed by IPSO, competition law training for employees and dealers of IPSO, and distribution of compliance handbooks to both employees and dealers.

IPSO also committed to implementing these changes within three months of the official notification of the Authority’s decision and committed to providing evidence of compliance, including amended agreements, competition law training records, and distributed materials, to the Authority.

The Authority unanimously accepted IPSO’s commitments, concluding that they were proportionate, effective, and sufficient to resolve the alleged identified competition concerns, and thus the investigation into passive sales restrictions and unauthorised distributor sales restrictions was terminated.

Implications for future enforcement

The Board’s use of commitment mechanisms in these and other cases reflects a broader trend toward more flexible and pragmatic enforcement of competition law, along with other recently adopted mechanisms such as the settlement mechanism. By accepting commitments, the Authority is able to achieve timely and effective resolutions to complex antitrust issues, while also encouraging voluntary compliance by way of undertakings.

However, the use of commitment mechanisms also raises important questions about the balance between efficiency and deterrence. Critics argue that commitment mechanisms may undermine the deterrent effect of competition law by allowing undertakings to avoid formal sanctions. To address these concerns, the Board has emphasized the importance of designing commitments that are proportionate, effective, and capable of addressing the root causes of anticompetitive behaviour.

Moreover, the Board has increasingly focused on ensuring transparency and accountability in the commitment process. This includes providing clear guidance on the criteria for accepting commitments and involving third parties, such as competitors and consumers, in the evaluation of proposed remedies.

Conclusion

Since the turn of the decade, commitment mechanisms have become a vital tool in the enforcement of Turkish competition law, offering a flexible and efficient way to address anticompetitive practices while promoting market competition and consumer welfare. As the Authority continues to refine its approach to commitment mechanisms, it will be essential to strike the right balance between efficiency, deterrence, and accountability to ensure the long-term effectiveness of competition law enforcement in Türkiye.

 

[1]         Full Turkish version of the Guideline is available at this link.

[2]         See the White Meat decision of the Board dated 25 November 2009 and numbered 09-57/1393-362 and the Sodium Sulphate decision of the Board dated 03 May 2012 and numbered 12-24/711-199.

[3]         See the FTC Guidelines in the following link https://www.ftc.gov/system/files/ftc_gov/pdf/p251201antitrustguidelinesbusinessactivitiesaffectingworkers2025.pdf.

[4]         See the policy brief in the following link https://competition-policy.ec.europa.eu/document/download/adb27d8b-3dd8-4202-958d-198cf0740ce3_en.  

[5]         See the Guideline in this link (in Turkish) https://haber.rekabet.gov.tr/storage/app/media/is-gucu-piyasalarindaki-rekabet-ihlallerine-yonelik-kilavuz-2.pdf.

[6]         The Board’s French Private Schools decision dated 24.04.2024 and numbered 24-20/466-196.

[7]         The Board’s Param/Kartek decision dated 04/04/2024 and numbered 24-16/390-148 (Decision).

[8]         Please see here for the Authority’s announcement regarding the relevant investigation in Turkish.

[9]         Please see here for the Authority’s announcement regarding the relevant investigation in Turkish.

[10]        Please see here for the Authority’s announcement regarding the relevant investigation in Turkish.

[11]        Please see here for the Authority’s announcement regarding the relevant investigation in Turkish.