TÜRKIYE Trends and Developments Contributed by: Gönenç Gürkaynak, K Korhan Yıldırım and Görkem Yardım, ELIG Gürkaynak Attorneys-at-Law
will be sufficient to provide only their turnover in Tür - kiye. The Amended Communiqué also clarifies certain aspects of joint venture assessments, particularly in relation to potential co-ordination risks among parent companies and provides that ongoing reviews falling below the revised thresholds may be terminated. Refining the Analytical Framework: Updated Merger Control Guidelines Alongside these legislative changes, the TCA has also revised several key merger control guidelines, includ - ing “the Guidelines on Cases Considered as Merg - ers or Acquisitions and the Concept of Control”, “the Guidelines on Undertakings Concerned, Turnover and Ancillary Restraints”, and “the Guidelines on the Assessment of Horizontal and Non-Horizontal Merg - ers”. These updates, published on 4 May 2026, pro - vide important clarifications that refine the analytical framework applied in merger control, particularly in relation to turnover calculation, joint venture struc - tures and the assessment of competitive effects, and signal a more structured and effects-based analytical approach. The updated guidelines and the principal amendments introduced thereunder are as follows. Guidelines on Cases Considered as Mergers or Acquisitions and the Concept of Control The Amended Guidelines on Cases Considered as Mergers or Acquisitions and the Concept of Control (the “Amended Control Guidelines”) have clarified that the provision set out under Article 8 (5) of the Amend - ed Communiqué No 2010/4, which stipulates that two or more transactions carried out within a three-year period between the same persons or parties, or by the same undertaking in the same relevant product market, shall be considered as a single transaction for the purpose of turnover calculations, also applies to transactions concerning the establishment of joint ventures. Guidelines on the Undertaking Concerned, Turnover and Ancillary Restraints in Mergers and Acquisitions The TCA has updated the Guidelines on Undertak - ings Concerned, Turnover and Ancillary Restraints (the “Amended Turnover Guidelines”) to provide further
clarification on key aspects of turnover calculation and the identification of undertakings concerned. Firstly, the Amended Turnover Guidelines clarify the definition of the transaction party concerned in paral - lel with the amendments introduced to the Amended Communiqué No 2010/4. Accordingly, in acquisitions, for the acquirer side, the transaction parties are deter - mined as the broader economic entities to which each undertaking concerned belongs. In terms of the target side, the transaction party is considered as the target undertaking along with the economic unit it controls. Secondly, additional explanations and examples have been introduced with respect to joint venture cases. In the case of newly established joint ventures, the joint venture itself is not considered as an undertaking con - cerned, as it does not yet generate turnover; instead, the parent companies are considered. By contrast, where joint control is acquired over an existing under - taking, both the acquiring parent companies and the target undertaking qualify as undertakings concerned. Thirdly, it has been clarified that Turkish turnover should also be included in the calculation of world - wide turnover. Fourthly, the turnover calculation for technology undertakings has been specified. The Amended Turnover Guidelines specify that, in the acquisition of technology undertakings, the turnover is calculated based on revenues generated from activities in digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agro - chemicals and health technologies. Finally, 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. Accordingly, the three-year period set out under Arti - cle 8 (5) of the Amended Communiqué No 2010/4 is to be calculated based on the date on which the notifica - tion is submitted to the TCA.
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