TÜRKIYE Law and Practice Contributed by: Gönenç Gürkaynak, K Korhan Yıldırım and Görkem Yardım, ELIG Gürkaynak Attorneys-at-Law
ELIG Gürkaynak Attorneys-at-Law Çitlenbik Sokak No 12 Yıldız Mahallesi 34349
Beşiktaş İstanbul Türkiye
Tel: +90 212 327 17 24 Fax: +90 212 327 17 25 Email: gonenc.gurkaynak@elig.com Web: www.elig.com
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation Article 7 of Law No 4054 on Protection of Competition (the “Competition Law”) governs M&A, in particular, and mandates that the Turkish Competition Board (the “Board”) regulate and establish a merger control regime. Accordingly, certain M&A are subject to Turk - ish Competition Authority (TCA) review and approval in order to gain validity. The amendment to the Competition Law, Law No 7246 (the “Amendment Law”), was published in the Official Gazette and entered into force on 24 June 2020. Furthermore, the TCA has introduced significant changes to the rules applicable to transactions that are subject to the approval of the Board. These chang - es entered into force with Communiqué No 2026/2 amending Communiqué No 2010/4 on the Mergers and Acquisitions Subject to the Approval of the Com - petition Board, published in the Official Gazette on 11 February 2026 (the “Amendment Communiqué”). Following the changes to the Turkish merger control rules that entered into force on 11 February 2026, the TCA also introduced amendments to its merger con - trol guidelines in line with the updated version of the Amended Communiqué No 2010/4. In this respect, the guidelines illustrating the amendments introduced pursuant to the Amendment Communiqué No 2010/4 were published on the TCA’s website on 4 May 2026. The updated guidelines and the principal amend - ments introduced thereunder are as follows.
Guidelines on Cases Considered as Mergers or Acquisitions and the Concept of Control The Amended Guidelines on Cases Considered as Mergers or Acquisitions and the Concept of Control (the “Amended Control Guidelines”) have clarified that the provision set out under Article 8 (5) of the Amend - ed Communiqué No 2010/4, which stipulates that two or more transactions carried out within a three-year period between the same persons or parties, or by the same undertaking in the same relevant product market, shall be considered as a single transaction for the purpose of turnover calculations, also applies to transactions concerning the establishment of joint ventures. Guidelines on the Undertaking Concerned, Turnover and Ancillary Restraints in Mergers and Acquisitions With the Amended Guidelines on the Undertaking Concerned, Turnover and Ancillary Restraints in Merg - ers and Acquisitions (the “Amended Turnover Guide - lines”), in parallel with the amendments introduced to the Amended Communiqué No 2010/4, changes have been made regarding the definition of transac - tion party and the updated notification thresholds. Additional explanations and examples have been provided regarding the definition of undertaking con - cerned in the context of acquisitions of joint control for reviews concerning joint ventures. It has been clarified that Turkish turnover should also be included in the calculation of worldwide turnover.
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