Merger Control and Acquisition Regulation in Turkey

Under Article 7 of Law No. 4054 and Communiqué No. 2010/4, certain mergers and acquisitions must be approved by the Competition Board to be legally valid. This is an ex-ante (before the fact) control regime.

Notification Thresholds (As of 2024)

A transaction must be notified if:

1. Total Turkish Turnover: The combined Turkish turnover of the transaction parties exceeds 750 million TRY, AND the Turkish turnover of at least two of the parties exceeds 250 million TRY each. OR
2. Global/Turkish Turnover:
   • The asset/target has a Turkish turnover > 250 million TRY AND the other party has a Global turnover > 3 billion TRY.

Special Rule for Tech: For “Technology Undertakings” (digital platforms, software, biotech, etc.), the 250 million TRY Turkish turnover threshold for the target does not apply. Any acquisition of a tech company operating in Turkey is likely notifiable.

”Gun Jumping”

Implementing the transaction (closing) before the Board’s approval is called “Gun Jumping”.

• Consequence 1: The transaction is legally void.
• Consequence 2: An automatic administrative fine of 0.1% of turnover.

The Review Process

1. Notification: Filing the Notification Form via the e-devlet portal.
2. Phase I: Preliminary review. The Board must decide within 30 days whether to approve or launch a full investigation. Most cases are cleared here.
3. Phase II: Detailed investigation (up to 6 months) if serious doubts exist about significant impediment to effective competition (SIEC test).

Ancillary Restraints

Non-compete clauses in M&A deals (preventing the seller from competing with the buyer) are permissible only if:

• Directly related and necessary.
• Limited in duration (usually max 3 years for goodwill alone, 2 years otherwise).

Conclusion

M&A due diligence in Turkey must always include a merger control assessment. Closing without approval is a costly mistake.

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