TÜRKIYE Law and Practice Contributed by: Gönenç Gürkaynak, K Korhan Yıldırım and Görkem Yardım, ELIG Gürkaynak Attorneys-at-Law
• a strategy development department; and • a cartel on-site inspection support division. There is a “sectoral” job definition of each supervision and enforcement department. Other authorities may get involved in the review of mergers in certain sectors. By way of example, the TCA is statutorily required to get the opinion of the Turkish Information and Communication Technologies Authority for mergers concerning the telecommunica - tions sector and must obtain the opinion of the Turkish Energy Market Regulatory Authority in energy merg - ers. As of 11 February 2026, a transaction will be notifi - able if one of the below turnover thresholds is met (amended version of Article 7 (1) of Communiqué No 2010/4). • For all transactions: (a) the aggregate turnover of the transaction parties that is generated in Türkiye exceeds TRY3 billion (approximately EUR67.2 million or USD76 million); and (b) at least two of the transaction parties each has a turnover in Türkiye exceeding TRY1 billion (approximately EUR22.4 million or USD25.3 million). • For acquisition transactions: (a) the Turkish turnover of the transferred assets or businesses exceeds TRY1 billion (approximate - 2. Jurisdiction 2.1 Notification Notification Thresholds ly EUR22.4 million or USD25.3 million); and (b) the worldwide turnover of at least one of the other transaction parties exceeds TRY9 billion (approximately EUR201.6 million or USD228.2 million). • For merger transactions: (a) the Turkish turnover of at least one of the parties exceeds TRY1 billion (approximately EUR22.4 million or USD25.3 million); and (b) the worldwide turnover of at least one of the other transaction parties exceeds TRY9 billion
(approximately EUR201.6 million or USD228.2 million). That being said, Article 7 (2) of Communiqué No 2010/4 indicates that the “TRY1 billion Turkish turno - ver thresholds” under Articles 7 (a) and 7 (b) will apply as “TRY250 million Turkish turnover thresholds” for transactions concerning the merger of undertakings where at least one of the transaction parties is a tech - nology undertaking based in Türkiye and for trans - actions concerning the acquisition of a technology undertaking based in Türkiye. Article 4 (e) of Communiqué No 2010/4 defines “tech - nology undertakings” as “undertakings that are active in digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and health technologies sec - tors or their assets related to these sectors”. The Amended Turnover Guidelines The Amended Turnover Guidelines have clarified that in assessing whether the TRY250 million threshold is met, only turnover generated from activities in digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricul - tural chemicals, and health technologies will be taken into consideration. Please note that it is currently uncertain whether the clarification introduced by the Amended Turnover Guidelines should be interpreted as implying a strong - er Türkiye nexus requirement, given that the Turkish turnover threshold assessment is based on turnover generated from specified technology activities. The practical application of this approach remains to be clarified through the future decisions of the Board. Once the above-mentioned thresholds are exceeded, the parties are obliged to notify the transaction. Exceptions The following transactions are not subject to the approval of the Board: • intra-group transactions and other transactions that do not lead to a change of control;
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