Turkey: Merger Control Thresholds To Be Revisited In 2017

Last Updated: 8 November 2016
Article by Bahadir Balki, PhDc and Murat Can Karabudak

1. Introduction

The Turkish Competition Authority (the "TCA") reviews the merger control thresholds every two years. The next deadline for the TCA to confirm or revise the thresholds is scheduled for the beginning of 2017. The main purpose of the merger control thresholds revision is to align the merger control regime with the changing market/economic realities and decrease the workload of the TCA by way of excluding review of transactions that are unlikely to affect competition in the market, but at the same time make sure that all the problematic transactions are caught and carefully assessed. This is also positive for the business parties as it decreases the burden of complying with the merger control requirements in certain cases.

This article provides a brief overview of the currently applicable merger control thresholds under the Turkish law, analyzes potential amendment of current thresholds within the merger control regime in Turkey.

2. Currently applicable thresholds

As a rule, the Turkish law requires a prior notification to the TCA of M&A transactions, which involve a change of control on a lasting basis, if certain turnover thresholds are met. Article 7 of Communiqué No. 2010/4 on Mergers and Acquisitions Subject to the Approval of the Competition Board (the "Communiqué")1 sets out that a transaction is subject to the TCA's approval where:

  • Total turnovers of the transaction parties in Turkey exceed TRY 100 million (approx. € 30 million2), and turnovers of at least two of the transaction parties in Turkey each exceed TRY 30 million (approx. € 9 million), or
  • Turnover in Turkey for the acquired asset or operation in acquisition transactions, or for at least one of the transaction parties in merger transactions exceeds TRY 30 million (approx. € 9 million), and at least one of the other transaction parties has a global turnover exceeding TRY 500 million (approx. € 148 million).

The notification requirement is also applicable to foreign-to-foreign transactions to the extent that the mentioned thresholds are met.

The TCA analyzes the notified transactions and assesses their effects on the competition in the relevant market based on the dominance test. In this regard, the TCA evaluates whether the transaction in question (i) creates a dominant position in the relevant market and/or (i) strengthens an existing dominant position, because of which the competition in the relevant market could be significantly affected. Depending on the outcome of the analysis, the TCA decides to approve or reject the deal.

3. Anticipated 2017 amendments

As mentioned earlier, the TCA biannually revisits the merger control thresholds. Revisiting does not necessarily mean that the thresholds will be changed. It simply implies that the TCA will assess the thresholds in the light of its practice and market realities to make sure that the merger control regime is functioning well. Hence, the TCA may simply confirm the currently applicable thresholds, just as it did in February 2015. In any case, the revised or confirmed thresholds are expected to become effective in February 2017.

It should be emphasized that there is likelihood that a market share test will be introduced in addition to the turnover thresholds. This is due to a loophole discovered as a result of Decision No 15-29/421-118 ("Marina Decision").

On 9 July 2015, the TCA by a majority of votes took its Decision No 15-29/421-118 in relation to acquisition of 100% of shares of two marinas - Beta Marina Liman ve Çekek İşletmesi A.Ş. ("Beta Marina") and Pendik Turizm Marina Yat ve Çekek İşletmesi A.Ş. ("Pendik Marina") - by Setur Servis Turistik A.Ş ("Setur"). The TCA concluded that the transaction was subject to authorization under the Communiqué 2010/4 since it exceeded the turnover thresholds, but it rejected to approve it because it would lead to Setur acquiring a dominant position in the relevant market and therefore would significantly lessen competition in the market3. The issue here is related to the following:

  • The transaction was subject to notification since the turnover thresholds were met based on the calculation of the turnover of both Pendik Marina and Beta Marina.
  • Otherwise, if the Pendik Marina only was to be acquired, the turnover threshold would not be met since its turnover was below TRY 30 million. At the same time, the acquisition of Pendik Marina (leaving the Beta Marina aside) would nevertheless lead to a creation of a dominant position. Under such circumstances, the transaction with a dominance impact could not be caught by the merger control requirements due to the fact that turnover thresholds were not exceeded.

Realizing this problem, the TCA has been considering introducing the market share test in addition to the turnover thresholds with the view to ensuring that all problematic M&A transactions are subject to the merger control.

To some extent this is true that compared to the turnover thresholds, the market share threshold may be a better (although far from perfect) indicator of whether the transaction is likely to be problematic.

At the same time merger control regime based on the market share threshold may pose certain difficulties, uncertainty and additional cost both for the competition authority and the parties concerned. In fact international best practice documents, such as the ICN Recommended Practices4 and OECD Recommendation on merger review5, do not support the use of market share threshold in the merger control systems mainly due to those reasons which outweigh potential benefits of applying the market share threshold.

4. Concluding remarks

The merger control regime in Turkey is expected to undergo certain changes by January-February 2017. It is not yet clear whether the turnover thresholds will be confirmed or increased; just as it is yet to be seen whether the TCA, being 'inspired' by the Marina Decision and striving to take into account creeping transactions, will introduce the market share threshold in addition to the turnover thresholds - which may be viewed as contrary to global best practices and may create uncertainty for the parties concerned. Nevertheless, the overall expectations from the reform are quite positive – a general improvement of efficiency of the merger control procedures on the way to further compliance with the EU standards, all of which should eventually encourage foreign investments in the country.


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

2. 1 Euro = 3,4 TRY according to the exchange rate of the Central Bank of the Republic of Turkey as of 27.10.2016

3. The Competition Board decision dated 09.07.2015 and numbered 15-29/421-118

4. See 2008, ICN, SETTING NOTIFICATION THRESHOLDS FOR MERGER REVIEW http://www.internationalcompetitionnetwork.org/uploads/library/doc326.pdf

5. See 2005, OECD, Recommendation of the Council Concerning Merger Review, at http://www.oecd.org/document/59/0,3343,en_2649_37463_4599739_1_1_1_37463,00.html

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
Check to state you have read and
agree to our Terms and Conditions

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.

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 by clicking here .

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.


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.