TÜRKIYE Law and Practice Contributed by: Gönenç Gürkaynak, K Korhan Yıldırım and Görkem Yardım, ELIG Gürkaynak Attorneys-at-Law
2015), the Board granted its conditional approval to the transactions based on the commitments provided by the parties during its Phase II review. The Board also prohibited the acquisition of Beta Marina and Pendik Turizm by Setur (a subsidiary of Koç Holding, Türkiye’s largest industrial conglomerate). There are a few decisions in which behavioural rem - edies were recognised (eg, Potas / Antalya Airport , 23-22/426-142, 12 May 2023; EssilorLuxottica / Hal Holding , 21-30/395-199, 10 June 2021; Bekaert / Pirelli , 15-04/52-25, 22 January 2015; and Migros / Anadolu , 15-29/420-117, 9 July 2015). Nonetheless, the great majority of conditional clearance decisions rely on structural remedies (eg, GT Global / Ideasoft , 25-14/336-158, 10 April 2025; Eczacıbaşı Monrol / Curium International , 25-07/175-87, 20 January 2025; Arkel Elektrik / Innovalift , 25-02/66-39, 16 Janu - ary 2025; Param Holding / Kartek , 24-56/1241-531, 27 December 2024; Honeywell / Civitanavi Systems , 24-33/808-342, 15 August 2024; Petrol Ofisi / Ege Yeni Nesil , 24-33/780-327, 15 August 2024; Kariyer . Net / Brotek , 24-24/556-236, 4 June 2024; Harris Corpora- tion / L3 Technologies , 19-22/327-145, 20 June 2019; and Nidec / Embraco , 19-16/231-103, 18 April 2019). In some of these cases (eg, Cadbury / Schweppes , 07-67/836-314, 23 August 2007), the parties ini - tially proposed purely behavioural remedies, which ultimately failed. However, in Luxottica / Essilor (18- 36/585-286, 1 October 2018), certain structural and behavioural remedies were submitted to the TCA, and the Board approved the transaction. 6. Ancillary Restraints and Related Transactions 6.1 Clearance Decisions and Separate Notifications The Board’s approval of the transaction must also cover the restraints that are directly related to and necessary to enforce the transaction (Article 13 (5) of Communiqué No 2010/4). Therefore, a restraint shall be covered to the extent that its nature, subject mat - ter, geographic scope and duration are limited to what is necessary to enforce the transaction.
General rules on ancillary restraints are defined in the Guidelines on Undertakings Concerned. The par - ties make a self-assessment as to whether a certain restriction could be deemed ancillary; therefore, the Board will not allocate a separate part in its decision to explaining the ancillary status of all the restraints. The Board may review the restraints per the parties’ request and, if the ancillary restrictions are not compli - ant with the merger control regulation, may launch an Article 4 investigation. 7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation 7.1 Third-Party Rights The Board is authorised to request information from third parties such as customers, competitors, com - plainants and other persons related to the transaction. During the review process, third parties may submit complaints about a transaction and request a hearing from the Board, provided that they prove their legiti - mate interest to do so. They may also challenge the Board’s decision regarding the transaction before the competent judicial tribunal – again, provided that they prove their legitimate interest. If the legislation requires the TCA to ask for another public authority’s opinion, this would cut the review period, which would then start when the Board receives the public authority’s opinion. 7.2 Contacting Third Parties The Board frequently contacts third parties as part of its review process, where needed. This is usually in a written form; oral communication with third parties only takes place in exceptional circumstances. There are a limited number of decisions where the Board has applied a market test to the proposed remedies (eg, Mars Sinema v AFM , 11-57/1473-539, 17 November 2011). 7.3 Confidentiality Communiqué No 2010/4 introduces a mechanism that requires the TCA to publish notified transactions on its official website, including only the names of the undertakings concerned and their areas of commer - cial activity. Once the parties have notified a transac -
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