Turkey: Affected Market

Last Updated: 30 September 2015
Article by Mehveş Erdem

Most Read Contributor in Turkey, December 2017


The Communique Concerning Merger and Acquisitions Calling for the Authorization of the Competition Board ("Communique")1 defined the concept of affected market, and regulated the information that parties are obliged to provide notification for.

Prior to the amendment of the Communique, with Communiqué No. 2012/3, published in the Official Gazette dated 29.12.2012, and numbered 28512, the significance of the concept of affected market was that the parties of the merger or acquisition were not obliged to obtain the Board's authorization if there is no affected market.

It was accepted that such Regulation had been intended to decrease the number of unnecessary notifications. This implementation gave representatives, or authorized persons, of the undertakings the freedom to abandon the notification requirement in cases where the affected market was beyond question. This Regulation further provided an exception for joint ventures, and kept the joint ventures beyond its scope. The provision that reads, "except in cases of joint ventures, authorization of the Board shall not be required for transactions without any affected market, even if the thresholds listed in the paragraph 1 of this Article are exceeded," is removed from Communiqué numbered 2012/3. With this amendment, the exception provided for the affected markets is lifted.


Defining the relevant market has an important impact in competition law, and especially for the determination of abuse of dominant position and mergers and acquisitions. In order to understand and determine the affected market, and the obligations of the parties, accurately, it is crucial to determine geographic and relevant products markets correctly.

Affected Market

The Notification Form Concerning Mergers and Acquisitions annexed to the Communiqué ("Notification Form") provides detailed regulations with regard to affected markets. Relevant markets that are affected by a merger or acquisition are considered to be affected markets. The Communiqué also determines two different criteria for horizontal and vertical relationships in terms of affected markets. Pursuant to Article 5, a horizontal relationship of an affected market is where two or more of the parties are commercially active in the same product market, and a vertical relationship is when at least one of the parties is commercially active in the downstream or upstream market of any product market in which another party operates.

Relevant Product Market

The Board defines the terms 'relevant product' and 'geographic markets,' and provided criteria to determine such markets in the Guidelines on the Definition of the Relevant Markets2.

Article 4 of Communiqué No. 1997/1 on Mergers and Acquisitions that Require the Authorization of the Competition Board, defines relevant products and geographic markets. According to this definition, "In determining the relevant product market, the market comprising the goods or services that are the subject of a merger or an acquisition, and the goods or services that are deemed to be identical in the eye of consumers, in terms of their prices, intended use, and characteristics is taken into account; other factors that may affect the market determined shall also be assessed."3

Three factors are considered in the determination of the relevant product market. These are demand substitution, supply substitution, and potential competition. Demand substitution means that the product can be replaced by the consumer with another product. The similarities with regard to product quality, usage, and price are important in substituting products.

In supply substitution, if the products can be switched to products that can be produced with minimum risk, cost, and have ease of marketability, such products are considered in the same relevant product market. In the Guidelines on the Definition of the Relevant Markets, paper production is shown as an example in terms of supply substitution, due to the ease in the production of different quality of papers.

Relevant Geographic Market

In terms of the Notification Form, and with regard to the affected markets, the relevant geographic markets should be defined with necessary justifications. As a result, this is also important to accurately define. In Communiqué No. 1997/1 on the Mergers and Acquisitions, relevant geographic markets are defined as the "[..] areas in which undertakings operate in the supply and demand of their goods and services, in which the conditions of competition are sufficiently homogenous, and which can easily be distinguished from neighboring areas, as the conditions of competition are appreciably different from these areas."

Obligation of Notification

The Notification Form regulates in the context of affected markets, under different headings, detailed obligations under which to provide information. In terms of affected markets, parties shall define the affected market, provide information, and show justification. If parties to the transaction concluded mergers or acquisitions within three years in the affected market, such parties are obliged to provide the required information.

Pursuant to Article 5.3 with regard to Turkey, relevant geographic markets for every affected market with respect to last three years, overall size of the market, sales values, and numbers of parties involved in the transaction, titles and market shares of the competitors who have more than 5 percent share in the market, and their contact information, is to be provided.

In addition to such information for the affected markets, information regarding conditions of imports, amounts of imports for the last three years, the five largest suppliers who are active in the affected market, and the five largest clients of the parties in the affected markets shall be presented.

Information regarding supply substitution in the affected markets shall be provided, including distribution channels, total capacity with regard to the last three years, capacity of competitors, and whether any one of the undertakings concerned, or their competitors, have plans to expand or reduce their production or sales capacity in the near future.

Information in connection with growth rate of demand, consumer preferences, customer groups, and distribution agreements shall be provided in relation to demand substitution. Associations of undertakings are also regulated under Article 6, as part of the notification obligation.

Entry barriers, potential competition, and undertakings made in the market in the last five years, or undertakings that will possibly enter the market, are to be included in the Notification Form.

It is clear from the Communiqué that undertakings face serious and heavy obligations with regard to production of information. Undertakings can face challenges in providing such detailed information in a short period of time. Article 11 of the Communiqué regulates that in the event of missing information, the notification shall be deemed to have been made when such information is completed, points to the significance of obligations of the undertakings to provide complete information.

Notification Form Article 1(b) regulates that "for any affected market within Turkey, and in terms of geographical markets; if the sum of the market shares of the transaction parties are less than twenty per cent for horizontal relationships, and the market share of one of the transaction parties is less than twenty five per cent for vertical relationships, in relation to the affected markets in question," information regarding imports, distribution, suppliers, entry barriers, potential competition, and efficiency gains regulated under Articles 6,7 and 8 are not required to be presented. This provision is an exception to the obligation to notify all information completely. However, it should be noted that the Board may decide to fully examine the competition conditions, and request the Notification Form to be fully completed.

EU Practice

A Mergers and Acquisitions Notification Form ("Form Co")4 within the context of merger control procedures and rules applicable to mergers provides an obligation to produce information in relation to affected markets. Sections 6 and 8 of the Form Co are in line with Turkey's regulations.

The definition of an affected market is different for vertical and horizontal relationships. In horizontal relationships, the parties should, in total, have at least 15 percent of the market share; whereas, in vertical relationships, the combined market share of one of the undertakings or the parties should be greater than 25 percent. The notifying parties shall primarily determine and define the affected market. Following such determination, the information to be produced must contain the size of the market, the market share of the parties for the last three years, the distribution and supply structures, as well as the entry barriers.5


Defining affected markets accurately, which is regulated in the Communiqué, has an important impact on mergers and acquisitions. Parties to a transaction are under the obligation to determine the relevant product and geographic market, while defining the affected market, and must obtain the necessary approval from the Board. Following the general information provided in relation to the affected market, undertakings produce detailed information for various fields, including sales, competitors, distribution channels, import conditions, as well as supply and demand substitutions in relation to the customers. As a result of abolishing the exception provided for the affected markets with the amended text of the Communiqué, once the thresholds are exceeded, the aforementioned information shall be presented within the scope of the merger or acquisition.


1 See, http://www.rekabet.gov.tr/File/?path=ROOT%2f1%2fDocuments%2fCommuniqu%25c3%25a9%2f2010_4ing.pdf

2 See, http://www.rekabet.gov.tr/File/?path=ROOT%2f1%2fDocuments%2fGuide%2fkilavuz8.pdf

3 Similarly, definitions for product markets are given in Article 3 of the Block Exemption Communiqué no. 2002/2 on Vertical Restraints, as well as in Article 3 of the Block Exemption Communiqué no. 2005/4 on Vertical Agreements, Article 3 of the Notification Form of Guidelines on the Voluntary Notification of Agreements, Concerted Practices, and Decisions of Associations of Undertakings and Concerted Practices in Motor Vehicles Sector

4 See, http://eur-lex.europa.eu/legalcontent/EN/TXT/PDF/?uri=CELEX:32004R0802&qid=1439905124663&from=EN

5 Whish, Bailey; Competition Law, Seventh Edition, Oxford, s. 863

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:
  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.
  • Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.
    If you do not want us to provide your name and email address you may opt out by clicking here
    If you do not wish to receive any future announcements of products and services offered by Mondaq you may opt out by clicking here

    Terms & Conditions and Privacy Statement

    Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

    Use of www.mondaq.com

    You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


    Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

    The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


    Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

    • To allow you to personalize the Mondaq websites you are visiting.
    • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
    • To produce demographic feedback for our information providers who provide information free for your use.

    Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

    Information Collection and Use

    We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

    We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

    Mondaq News Alerts

    In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


    A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

    Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

    Log Files

    We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


    This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

    Surveys & Contests

    From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


    If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


    From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

    *** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .


    This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

    Correcting/Updating Personal Information

    If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

    Notification of Changes

    If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

    How to contact Mondaq

    You can contact us with comments or queries at enquiries@mondaq.com.

    If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.

    By clicking Register you state you have read and agree to our Terms and Conditions