TÜRKIYE Law and Practice Contributed by: Gönenç Gürkaynak, K Korhan Yıldırım and Görkem Yardım, ELIG Gürkaynak Attorneys-at-Law
The Board will issue an opinion that will serve as the basis for the preparation of the tender speci - fications. This opinion does not mean that the transaction will be cleared. Following the tender, the winning bidder must still make a merger fil - ing and obtain clearance before the Privatisation Administration’s decision on the final acquisition. Other Sector-Specific Rules There are various sector-specific rules along - side the merger control rules for sectors such as media, telecommunications, energy and pet - rochemicals. By way of example, in the energy sector, approval from the relevant authority is required for share transfers of more than 10% (5% in the case of publicly traded company shares) in an electricity or natural gas company. In the broadcasting sector, Law No 6112 states that a transfer of shares in a joint stock company holding a broadcasting licence should be noti - fied to the Turkish Radio and Television Supreme Council. 1.3 Enforcement Authorities The relevant legislation is enforced by the TCA, which is a legal entity with administrative and financial autonomy consisting of the Board, the presidency and service departments. The Board is the competent decision-making body of the TCA and is responsible for, inter alia, reviewing and resolving M&A notifications. The Board con - sists of seven members and is located in Ankara. The main service unit comprises: • six supervision and enforcement depart - ments; • a department of decisions; • an economic analysis and research depart - ment; • an information technologies department;
• an external relations and competition advo - cacy department; • a strategy development department; and • a cartel on-site inspection support division. There is a “sectoral” job definition of each super - vision and enforcement department. Other authorities may get involved in the review of mergers in certain sectors. By way of example, the TCA is statutorily required to get the opinion of the Turkish Information Technologies Author - ity for mergers concerning the telecommunica - tions sector and must obtain the opinion of the Turkish Energy Markets Regulatory Authority in energy mergers. Article 7 of Communiqué No 2010/4 amended by Communiqué No 2022/2 provides for a num - ber of notification thresholds. A transaction must be notified in Türkiye if one of the following increased turnover thresholds is met: • the aggregate Turkish turnover of the transac - tion parties exceeds TRY750 million, and the Turkish turnover of at least two of the trans - action parties each exceeds TRY250 million; • the Turkish turnover of the transferred assets or businesses in acquisitions exceeds TRY250 million, and the worldwide turnover of at least one of the other parties to the transaction exceeds TRY3 billion; or • the Turkish turnover of any of the parties in mergers exceeds TRY250 million, and the worldwide turnover of at least one of the 2. Jurisdiction 2.1 Notification
617 CHAMBERS.COM
Powered by FlippingBook