{"id":156120,"date":"2026-05-05T17:39:40","date_gmt":"2026-05-05T14:39:40","guid":{"rendered":"https:\/\/paksoy.av.tr\/?p=156120"},"modified":"2026-05-05T17:41:33","modified_gmt":"2026-05-05T14:41:33","slug":"the-turkish-competition-authority-updates-its-mergers-and-acquisitions-guidelines","status":"publish","type":"post","link":"https:\/\/paksoy.av.tr\/en\/2026\/05\/the-turkish-competition-authority-updates-its-mergers-and-acquisitions-guidelines\/","title":{"rendered":"The Turkish Competition Authority updates its mergers and acquisitions guidelines"},"content":{"rendered":"\r\n

Following the significant amendments made on 11 February 2026 to the Communiqu\u00e9 Concerning the Mergers and Acquisitions Calling for the Authorisation of the Competition Board (Communiqu\u00e9 No:\u00a02010\/4) (\u201cCommuniqu\u00e9<\/strong>\u201d), the Turkish Competition Authority (\u201cAuthority<\/strong>\u201d) has updated four key guidelines that shape its merger control review practice.<\/p>\r\n

These updates clarify: (1)<\/strong> under the Guidelines on Cases Considered As Merger and Acquisitions and the Concept of Control, the scope of the three-year rule in turnover calculations; (2)<\/strong> under Guidelines on Undertakings Concerned, Turnover and Ancillary Restraints in Mergers and Acquisitions, the application of the turnover threshold for technology undertakings, as well as the definitions of transaction party and undertakings concerned; and (3)<\/strong> under both the Guidelines on the Assessment of Horizontal Mergers and Acquisitions and (4)<\/strong> the Guidelines on the Assessment of non-Horizontal Mergers and Acquisitions, the Authority\u2019s approach to joint venture transactions.<\/p>\r\n

The updated guidelines have been published on the Authority’s official website, and this note provides an overview of these developments.<\/p>\r\n

1. Guidelines on cases considered as mergers or an acquisitions and the concept of control<\/h2>\r\n

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 Communiqu\u00e9, concerning the notification of transactions carried out within the past three years.<\/p>\r\n

As is known, pursuant to Article 8(5) of the Communiqu\u00e9, 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.<\/p>\r\n

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.<\/p>\r\n

This approach is particularly relevant in assessing whether successive transaction structures are subject to the approval of the Competition Board.<\/p>\r\n

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.<\/p>\r\n

2. Guidelines on undertakings concerned, turnover and ancillary restraints in mergers and acquisitions<\/strong><\/h2>\r\n

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 Communiqu\u00e9, published in the Official Gazette dated 11 February 2026 and numbered 33165.[1]<\/sup><\/a><\/p>\r\n

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.<\/p>\r\n

2.1. Turnover calculation for technology undertakings \u2013 new approach<\/h3>\r\n

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 \u2013 such as digital platforms, software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies \u2013 will be considered.<\/p>\r\n

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 Communiqu\u00e9, the Competition Board\u2019s approach was to consider the total turnover of an undertaking once it was qualified as a \u201ctechnology undertaking\u201d 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.<\/p>\r\n

2.2. Definition of transaction party \u2013 economic unity approach<\/h3>\r\n

The definition of \u201ctransaction party\u201d has been aligned with the Communiqu\u00e9, 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.<\/p>\r\n

2.3. Scope of undertakings concerned in cases of joint control<\/h3>\r\n

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 \u2013 having no turnover at the time of establishment \u2013 is not. However, where joint control is acquired over an existing company, both the acquiring parties and the target company are considered undertakings concerned.<\/p>\r\n

2.4. Technical clarifications regarding turnover calculations<\/h3>\r\n

The amendments also introduce several technical clarifications:<\/p>\r\n