Answer ... The parties have the discretion to submit remedies under the Guidelines on the Remedies that Would Be Permitted by the Turkish Competition Authority (TCA) in Mergers and Acquisitions. The parties can submit either behavioural or structural remedies. According to the Guidelines on Remedies, structural remedies take precedence over behavioural remedies, as they produce preferable and concrete results. While there have been several decisions in which behavioural remedies have been accepted (eg, EssilorLuxottica/Hal Holding (Decision 21-30/395-199 of 10 June 2021); Bekaert/Pirelli (Decision 15-04/52-25 of 22 January 2015; Obilet/Biletal (Decision 21-33/449-224 of 1 July 2021); Essilor/Luxottica (Decision 18-36/585-286 of 1 October 2018); Migros/Anadolu Industry Holding (Decision 29/420-117 of 9 July 2015)), the majority of conditional clearance decisions are based on structural remedies (eg, see ÇimSA/Bilecik (Decision 08-36/ 481-169 of 2 June 2008); Mey İçki/Diageo (Decision 11-45/1043-356 of 17 August 2011); Burgaz Rakı/Mey İçki (Decision 10-49/900-314 of 8 July 2010); Essilor/Luxottica (Decision 18-36/585-286 of 1 October 2018); Lesaffre/Dosu Maya (Decision 18-17/316-156 of 31 May 2018)). The guidelines outline measures which would be considered to constitute acceptable remedies, such as:

• divestments;
• cessation of all kinds of connections with competitors;
• remedies that enable undertakings to access certain infrastructure (eg, networks, intellectual property, essential facilities); and
• remedies on amending long-term exclusive agreements.

The Competition Board will not impose remedies itself or revise the proposed remedies ex parte. If the Competition Board considers the submitted remedies insufficient, it may allow the parties to make further changes to them. If the remedies are still insufficient to resolve the competition concerns, the Competition Board will not grant clearance.

Answer ... The form and content of divestiture remedies vary significantly in practice. The Guidelines on Remedies set out all applicable procedural steps and conditions. The parties must submit detailed information as to how the remedies will be applied and how they will resolve the competition concerns.

The parties can submit to the Competition Board proposals for possible remedies during either the preliminary review (Phase I) or the investigation period (Phase II).

While the parties can submit remedies during Phase I, the notification is deemed filed only on the date of submission of the commitments. In any case, a signed version of the remedies containing detailed information on their context and a separate summary should be submitted to the TCA. The Guidelines on Remedies also provide a form that lists the necessary information and documents to be submitted in relation to the remedies.

Answer ... In several cases the Competition Board has accepted remedies or commitments (eg, divestments) proposed to, or imposed by, the European Commission, as long as these would ease competition law concerns in Turkey (Agilent-Varian, Decision 10-18/212-82 of 18 February 2010; Maersk Line-HSDG, Decision 17-15/210-89 of 4 May 2017; Valeo/FTE Group Decision 17-35/560-244 of 26 October 2017; Monsanto/Bayer, Decision 18-14/261-126 of 8 May 2018). Furthermore, the Competition Board accepted structural and behavioural remedies in granting conditional clearance to the merger of Luxottica and Essilor in 2018 (Decision 18-36/585-286 of 1 October 2018).