TÜRKIYE Law and Practice Contributed by: Gönenç Gürkaynak, K Korhan Yıldırım and Görkem Yardım, ELIG Gürkaynak Attorneys-at-Law
• rights or agreements that confer decisive influence on the composition or decisions of the organs of an undertaking. Acquisitions of minority or other interests that do not lead to a change of control on a lasting basis are not subject to notification. However, where acquired minority interests are granted certain veto rights – for example, privileged shares conferring management powers – that may influence the strategic management of the company, then the nature of control could be deemed as changed (from sole to joint control), and the transaction could be subject to filing. 2.5 Jurisdictional Thresholds Please see 2.1 Notification for further details of jurisdictional thresholds, including a thresh - old exemption for undertakings active in certain markets/sectors. 2.6 Calculations of Jurisdictional Thresholds Communiqué No 2010/4 sets out detailed rules for turnover calculation. The calculation meth - ods can be summarised as follows: • the turnover of the entire economic group will be taken into account, including that of the undertakings controlling the undertaking con - cerned and that of all undertakings controlled by the undertaking concerned; • when calculating turnover in an acquisition transaction, only the turnover of the acquired part will be taken into account with regard to the seller; • the turnover of jointly controlled undertak - ings (including joint ventures) will be divided equally by the number of controlling under - takings; and • two or more transactions carried out by the same parties within a two-year period will be
considered as one transaction for the pur - pose of turnover calculation. However, there are certain special turnover cal - culation methods for entities such as banks, financial institutions, leasing companies, factor - ing companies, securities agents and insurance companies. Communiqué No 2022/2 also updates the rules that apply to the calculation of turnover of the financial institutions in accordance with the recent changes to the financial regulations. Recent updates of Article 9 of Communiqué No 2010/4 are as follows. • For the calculation of financial institutions’ turnovers, Communiqué No 2022/2 aligns the wordings and terms in view of the applica - ble banking and financial regulations – ie, it excludes the term “participation banks” and refers to “banks” in general, which covers all legal forms of banks. • Communiqué No 2022/2 updates the names and references of the relevant regulations issued by the Banking Regulatory and Super - visory Agency and the Capital Markets Board referred to in Article 9 of Communiqué No 2010/4. In respect of various financial institutions, the turnover determined by the special turnover calculation method consists of the sum of the following. • Banks and participation banks – as included within the income statement requested under the Communiqué Concerning the Finan - cial Tables to be Disclosed to the Public by Banks, and Related Explanations and Foot - notes (Banking Regulatory and Supervisory Agency, 10/2/2007, 26430):
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