TÜRKIYE Law and Practice Contributed by: Gönenç Gürkaynak, K Korhan Yıldırım and Görkem Yardım, ELIG Gürkaynak Attorneys-at-Law
2.14 Exceptions to Suspensive Effect If the control is acquired from various sellers through a series of securities transactions in the stock exchange, the concentration could be notified to the Board after the transaction is realised, provided that the following conditions are satisfied: • the concentration is notified to the Board without delay; and • the voting rights attached to the acquired securities are not exercised, or the voting rights are exercised only upon an exception provided by the Board that ensures the full value of the investment is pro - tected. Apart from this, there are no general exceptions to the suspensive effect, and it is not possible to seek a waiver or obtain derogation from the suspensive effect. 2.15 Circumstances Where Implementation Before Clearance Is Permitted The Board would not permit closing before the clear - ance decision. There is no specific regulation allow - ing or disallowing carve-out or hold-separate arrange - ments. However, the Board has so far consistently rejected all carve-out and hold-separate arrangements proposed by undertakings (eg, Total SA, 20 Decem - ber 2006, 06-92/1186-355; CVR Inc-Inco Limited, 1 February 2007, 07-11/71-23). The Board argued that a closing is sufficient for it to impose a suspension violation fine, and an analysis of whether change in control actually took effect in Türkiye is unwarranted. The Board therefore considers the “carve-out” con - cept to be unconvincing. 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification There is no specific deadline for filing in Türkiye. However, the filing should be made, and approval obtained, before the closing. In practice, it is recom - mended that the transaction be filed at least 60 cal - endar days before the projected closing. For details of penalties in the case of failure to do so, please see 2.13 Penalties for the Implementation of a Transac- tion Before Clearance.
where the transaction does not meet the jurisdictional thresholds. The applicable limitation period is eight years, pursuant to Article 20 (3) of the Law on Misde - meanours No 5326. 2.12 Requirement for Clearance Before Implementation The Turkish competition law regime features a sus - pension requirement, whereby implementation of a notifiable concentration is prohibited until approval by the Board (Articles 7, 10, 11 and 16 of the Competition Law) (see 2.13 Penalties for the Implementation of a Transaction Before Clearance ). The implementation of a notifiable transaction is suspended until clearance by the Board is obtained. Therefore, a notifiable merg - er or acquisition is not legally valid until the approval of the Board is received, and such notifiable transaction cannot be closed in Türkiye before the clearance of the Board. 2.13 Penalties for the Implementation of a Transaction Before Clearance Pursuant to Article 16 of the Competition Law, if the parties to a notifiable transaction violate the suspen - sion requirement, a turnover-based monetary fine (based on the local turnover generated in the financial year preceding the date of the fining decision at a rate of 0.1%) will be imposed on the incumbent firms – ie, the acquirer(s) in the case of an acquisition and both merging parties in the case of a merger. A monetary fine imposed for a violation of the suspension require - ment will be no less than TRY302,484.86 in 2026. The wording of Article 16 does not give the Board discre - tion as to whether or not to impose a monetary fine for a violation of the suspension requirement – rather, once the violation of the suspension requirement is detected, the monetary fine will be imposed automati - cally. These penalties are applied frequently in practice. In recent years, examples have included: • Can Kültür / Tekfen , 26 June 2025, 25-23/589-371; • Broadcom / VMware , 18 July 2024, 24-30/707-296; • Kartek / Param , 4 April 2024, 24-16/390-148; and • Twitter Inc ./ Elon Musk , 2 March 2023, 23-12/197- 66.
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