New Development
The Turkish Competition Authority (“TCA”) revised its merger control regime (i.e. its Merger Control Communiqué) with the adoption of Communiqué No. 2026/2 Amending the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board on 11 February 2026 (“Amending Communiqué”).
In order to ensure the effective implementation of the new merger control framework introduced by the Amending Communiqué, the TCA has now amended the four guidelines governing the application of the merger control rules (together “New Guidelines“). The New Guidelines are published on the TCA’s official website on 4 May 2026.
The New Guidelines clarify (i) the calculation of turnover in staged and add-on deals, (ii) the determination of global and Türkiye‑specific turnover, (iii) the definition of transaction parties and undertakings concerned, and (iv) the assessment of coordination effects between parent companies of a joint venture.
The key takeaways introduced by the New Guidelines are summarized below.
What do the New Guidelines introduce?
Assessment of Multiple Transactions as a Single Transaction: Under Article 8(5) of the Merger Control Communiqué, two or more deals carried out within a three‑year period between the same persons or parties, or by the same undertaking in the same relevant product market, are deemed to constitute a single transaction for the purposes of turnover calculation. The Guidelines on Cases Considered as a Merger or an Acquisition and the Concept of Control clarify that this rule also applies to transactions involving the establishment of a joint venture. Accordingly, where a parent undertaking has carried out a joint venture transaction within the preceding three‑year period in the same relevant product market, such transactions will likewise be assessed as a single transaction when determining whether the turnover thresholds under the Communiqué are met.
- Guidelines on Undertakings Concerned, Turnover and Ancillary Restraints in Mergers and Acquisitions:
Commencement of the Three‑Year Period in Assessing Multiple Transactions as a Single Transaction: The Turnover Guidelines clarify that the three‑year period set out under Article 8(5) of the Merger Control Communiqué—pursuant to which transactions are treated as a single transaction for turnover calculation purposes—is to be calculated based on the date on which the relevant merger control filing is registered with the TCA. This clarification aims to eliminate uncertainty in practice regarding the starting point of the period.
Definitions of Transaction Party and Undertaking Concerned: The Guidelines on Undertakings Concerned, Turnover and Ancillary Restraints in Mergers and Acquisitions (“Turnover Guidelines“) align the definitions of “transaction party” and “undertaking concerned” with those set out in the Amending Communiqué. In acquisitions, the definition of transaction party covers, on the purchaser side, the entire economic unit to which the purchaser belongs, while, on the target side, it encompasses the target undertaking together with the economic units under its control.
Identification of the Undertaking Concerned in Joint Ventures: The Turnover Guidelines provide additional explanations and illustrative examples regarding the identification of undertakings concerned under different joint‑control scenarios. In particular, where joint control is acquired over an active undertaking, both the parent undertakings acquiring joint control and the target undertaking itself are considered undertakings concerned.
Calculation of Worldwide Turnover: The Turnover Guidelines clarify that the worldwide turnover of a given undertaking includes turnover generated in Türkiye.
Turnover Calculation for Technology Undertakings: In relation to the acquisition of technology undertakings, the Turnover Guidelines specify that only turnover derived from activities in digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals, and health technologies will be taken into account for the purposes of assessing reportability.
- Guidelines on the Assessment of Horizontal Mergers and Acquisitions and Guidelines on the Assessment of non-Horizontal Mergers and Acquisitions:
Coordination Risks between Parent Undertakings in Joint Venture Transactions: The Guidelines on the Assessment of Horizontal Mergers and Acquisitions and Guidelines on the Assessment of non-Horizontal Mergers and Acquisitions introduce more structured and detailed guidance on the assessment of coordination risks between parent undertakings in joint venture transactions. They indicate a heightened risk of coordination where parent undertakings (i) remain active in the market in which the joint venture operates, (ii) act as key suppliers or customers in upstream or downstream markets, (iii) maintain significant activities in closely related neighbouring markets, or (iv) are linked through strong structural arrangements, such as minority shareholdings or long‑term supply, production, or licensing agreements. Where the risk of anticompetitive coordination is identified, the relevant guidelines note that an exemption assessment may also be carried out.
Conclusion
The New Guidelines enhance legal certainty by clarifying key concepts such as transaction scope, turnover calculation, and the identification of undertakings concerned, thereby facilitating more predictable merger control assessments. The amendments also reflect the TCA’s increased focus on complex transaction structures, technology‑driven acquisitions, and potential coordination risks in joint venture settings. As a result, parties to notifiable transactions should carefully reassess their filing strategies and risk analysis in light of the refined and more comprehensive guidance provided by the TCA.
