TÜRKIYE Law and Practice Contributed by: Gönenç Gürkaynak, K Korhan Yıldırım and Görkem Yardım, ELIG Gürkaynak Attorneys-at-Law
party in the joint venture post-transaction (ie, both the seller and the buyer would be considered as buyers in cases where the buyer and the seller form a joint venture). The Board will only consider the changes in the busi - ness during the reference period if they are reflected in the relevant balance sheets of the businesses in question. 2.8 Foreign-to-Foreign Transactions Foreign-to-foreign transactions are subject to merger control if the turnover thresholds are triggered. The Competition Law states that the criterion to apply is whether or not the undertakings concerned affect the goods and services markets in Türkiye. Even if the relevant undertakings do not have local subsidiaries, branches, sales outlets, etc, in Türkiye, the transaction may still be subject to merger control if the relevant undertakings have sales in Türkiye and thus have effects on the relevant Turkish market. The likelihood of the Board discovering a transaction is relatively high, as it closely follows M&A in the local and international press, and also the case practice of the EC and other important competition authorities. It may also examine the notifiability of past transactions in the context of a new notification. Even transactions concerning the formation of a joint venture that will not be active in Türkiye in the foresee - able future could trigger a mandatory merger control filing if the parents trigger the applicable thresholds. Board Decisions There have been some cases where the Board has cleared transactions regarding joint ventures that do not involve sales in Türkiye and considered them notifiable. Recent cases include Maccaferri / Prime Synthetic (25-09/205-104; 06.03.2025), Hunan Yun- chu / Toyota Motor / Meiwa Corporation / Minmetals (25- 09/209-107; 06.03.2025), Terminal Investment / Barce- lona Europe South Terminal , S . A . U / Terminal Catalunya S . A . (25-04/109-62; 06.02.2025), HIG Capital / Thoma Bravo / Comptia (24-50/1123-481; 28.11.2024), Sen- try / Xiamen / JV (24-34/838-357; 22.08.2024), Warner Bros / Walt Disney / Fox / Venu Sports (24-32/740-313; 01.08.2024), Heinemann (24-08/144-60, 15.02.2024),
TotalEnergies / Hydrogen (24-03/52-15, 11.01.2024), Pirelli (24-08/141-57, 15.02.2024), Baoshan Iron & Steel / Saudi Arabian Oil Company / Public Investment Fund (23-40/782-274, 31 August 2023), Nestle SA / PAI Partners Sarl (23-28/531-180, 22 June 2023), Gs Yuasa International / Leoch Battery Company (23- 48/925-328, 12 October 2023), Tricon / Chemieuro - JV (22-15/248-107, 31 March 2022), and Baker Hughes / Dussur - Baker Petrolite (22-28/451-182, 23 June 2022). 2.9 Market Share Jurisdictional Threshold Article 7 of Communiqué No 2010/4 establishes turnover-based thresholds and does not require the assessment of market-share thresholds when deter- mining whether a notification is required for a trans - action. 2.10 Joint Ventures In the case of a full-function joint venture, the trans - action is subject to merger control once the turnover thresholds are exceeded. To qualify as a full-function joint venture, there must be joint control over the joint venture, and it must be an independent economic entity established on a lasting basis. The Guidelines on the Concept of Control explain the concept of “full functionality”. The following elements should be considered: • sufficient resources to operate independently; • activities that go beyond one specific function for the parents; • independence from the parents in sale and pur - chase activities; and • operations on a lasting basis. Please refer to 2.8 Foreign-to-Foreign Transactions for details of the Board’s approach to joint venture cases. 2.11 Power of Authorities to Investigate a Transaction If a transaction raises substantive competition law concerns and is viewed as problematic under the significant impediment to effective competition (SIEC) test, the TCA may still investigate the transaction either upon complaint or on its own initiative – even
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