TÜRKIYE Law and Practice Contributed by: Gönenç Gürkaynak, K Korhan Yıldırım and Görkem Yardım, ELIG Gürkaynak Attorneys-at-Law
Turnover calculation for technology undertakings has been specified. Clarification has been provided as to when the three- year period set out under Article 8 (5) of the Amended Communiqué No 2010/4 commences. Guidelines on the Assessment of Horizontal Mergers and Acquisitions/Guidelines on the Assessment of Non-Horizontal Mergers and Acquisitions The principles regarding the assessment of the co-ordinated effects that may arise between par - ent undertakings due to a joint venture have been explained in the Amended Guidelines on the Assess - ment of Horizontal Mergers and Acquisitions (the “Amended Guidelines on Horizontal Mergers”) and the Guidelines on the Assessment of Non-Horizontal Mergers and Acquisitions (the “Guidelines on Non- Horizontal Mergers”). 1.2 Legislation Relating to Particular Sectors No other legislation is applicable to foreign transac - tions or investment in Türkiye as far as the merger control rules are concerned. However, there are spe - cific merger control rules for mergers concerning banks, privatisation tenders and certain other sectors. Banks Banking Law No 5411 (the “Banking Law”) provides that mergers in the banking industry fall outside the merger control regime, subject to the condition that the sectoral share of the total assets of the banks does not exceed 20%. The Competition Law does not apply to foreign acquiring banks already operating in Türkiye if the conditions for the application of the Banking Law exception are fulfilled. Privatisation Tenders Amendment Communiqué No 2026/3 on the Amend - ment of Communiqué No 2013/2 on the Procedures and Principles to be Pursued in Pre-Notification and Authorisation Applications to be Filed with the Turk - ish Competition Authority in order for Acquisitions via Privatisation to Become Legally Valid (“Amendment Communiqué No 2026/3”) prescribes an additional pre-notification process. This only applies to privatisa - tions in which the turnover of the undertaking or asset
or unit intended for production of goods or services to be privatised exceeds TRY1 billion (approximately EUR22.4 million or USD25.3 million). For this calcu - lation, sales to public institutions and organisations, including local governments, made on the basis of a legislative provision should not be taken into account. If the threshold is met, a pre-notification should be filed with the TCA before the public announcement of the tender specifications. The Board will issue an opinion that will serve as the basis for the prepara - tion of the tender specifications. This opinion does not mean, however, that the transaction is cleared. Following the tender, the winning bidder will still have to make a merger filing and obtain approval before the Privatisation Administration’s decision on the final acquisition. Other Sector-Specific Rules There are various sector-specific rules alongside the merger control rules for sectors such as media, tele - communications, energy and petrochemicals. By way of example, in the energy sector, approval from the rel - evant authority is required for share transfers of more than 10% (5% in the case of publicly traded company shares) in an electricity or natural gas company. In the broadcasting sector, Law No 6112 states that a transfer of shares in a joint stock company holding a broadcasting licence should be notified to the Turkish Radio and Television Supreme Council. 1.3 Enforcement Authorities The relevant legislation is enforced by the TCA, which is a legal entity with administrative and finan - cial autonomy consisting of the Board, the presidency and service departments. The Board is the competent decision-making body of the TCA and is responsible for, inter alia, reviewing and resolving M&A notifica - tions. The Board consists of seven members and is located in Ankara. The main service unit comprises: • six supervision and enforcement departments; • a department of decisions; • an economic analysis and research department; • an information technologies department; • an external relations and competition advocacy department;
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