TÜRKIYE Trends and Developments Contributed by: Gönenç Gürkaynak, K Korhan Yıldırım and Görkem Yardım, ELIG Gürkaynak Attorneys-at-Law
B shareholders. The Board evaluated that decisions related to significant changes in the annual budget, R&D plans and the three-year business plan as well as the conclusion of R&D (product development) agree - ments, which are envisaged as important decisions in the SPA, can be considered as strategic commercial decisions. Given that (i) there are no links/ties between Group B shareholders, (ii) there are no provisions which stipulate that Group B shareholders will act together, and (iii) each Group B shareholder can act individually in the adoption of strategic decisions, the Board evaluated that the required majority for strate - gic commercial decisions of Andar can be achieved by different coalitions/alliances on each occasion. As a result, the Board concluded that given that the trans - action would result in a shifting alliances structure, the transaction would not be deemed as a concentration within the meaning of Communiqué No 2010/4.
Accordingly, the Board assessed the transaction as an agreement between the parties and analysed wheth - er it would fall within the scope of Article 4 of Law No 4054. Following its substantive assessment, the Board found that there were no horizontal overlaps or vertical relationships giving rise to competition con - cerns and concluded that the transaction did not have the object or effect of restricting competition, granting negative clearance. This decision is notable for the Board’s analysis of the control structure of Andar post-transaction (in particu - lar, the assessment of a shifting alliances structure).
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