Second-Stage Reform On The Turkish Merger Control Regime: From Communiqué To Guidelines

In February 2026 the Turkish Competition Authority (“TCA”) substantially overhauled Communiqué No. 2010/4 concerning mergers and acquisitions requiring the approval of the Competition Board, raising the turnover thresholds, redefining the concept of “transaction party”, recalibrating the technology-undertakings exception, and codifying coordination-risk review for full-function joint ventures¹. As we observed at the time, the Communiqué amendments left several practically significant points open, in particular how the new TRY 250 million (approx. USD 6,3 million and EUR 5,6 million²) Turkish-turnover threshold for technology undertakings would be calculated, how the local-nexus requirement of “established in Türkiye” would be interpreted, and how the codified coordination-risk analysis for joint ventures would be operationalised³.

The TCA has now followed up with a second-stage reform package, amending four sets of secondary guidelines that complement the Communiqué: the Guidelines on Cases Considered as a Merger or Acquisition and the Concept of Control (“Control Guidelines”), the Guidelines on Undertakings Concerned, Turnover and Ancillary Restraints in Mergers and Acquisitions (“Turnover Guidelines”), the Guidelines on the Assessment of Horizontal Mergers and Acquisitions (“Horizontal Guidelines”), and the Guidelines on the Assessment of Non-Horizontal Mergers and Acquisitions (“Non-Horizontal Guidelines”). While part of the changes is technical and merely align the guidelines with the new wording of the Communiqué, several others bring substantive innovations capable of producing significant practical consequences. This article examines the three sets of amendments most likely to shape practice: the activity-based turnover test for technology undertakings, the clarifications on the calculation of worldwide turnover and the three-year aggregation rule, and the new structured framework for assessing coordination effects between parents in joint ventures.

A Narrower, Activity-Based Turnover Test for Technology Undertakings

The most consequential clarification introduced by the amended Turnover Guidelines concerns the way in which the TRY 250 million Turkish-turnover threshold for target technology undertakings is to be calculated. As discussed in our previous contributions, the 2026 Communiqué moved away from the blanket waiver of the local turnover threshold previously applicable to technology undertakings, and instead conditioned the special regime on (i) the target meeting a minimum Turkish turnover of TRY 250 million, and (ii) the technology undertaking being “established in Türkiye”⁴.

The new paragraph 27 of the Turnover Guidelines specifies that, in assessing whether the TRY 250 million threshold is met for transactions involving the acquisition of a technology undertaking, the basis is not the entire turnover of the target, but only the turnover derived from its activities in the fields of digital platforms, software and game software, financial technologies, biotechnology, pharmacology, agricultural chemicals and healthcare technologies.

This activity-based reading materially recalibrates the scope of the technology-undertakings regime. Under the literal reading, a multi-activity target generating, for example, TRY 250 million of Turkish turnover in non-technology lines and only a marginal share from technology activities would have been pulled into the special regime by virtue of any technology footprint. The amended Turnover Guidelines reject that reading. Going forward, the threshold assessment must isolate the turnover attributable to the listed technology activities, with the consequence that targets whose technology revenues remain below TRY 250 million in Türkiye will fall outside the threshold even where their consolidated Turkish turnover is significantly higher.

This clarification dovetails with the broader trajectory we previously identified, namely a shift from an expansive, effects-based jurisdictional approach towards a more structurally and economically anchored regime⁵. Whereas under the 2022 framework the Board had treated even marginal digital engagement, indirect distribution networks and cross-border supply as sufficient to bring a target within the technology-undertakings regime, the Guidelines now reinforce the dual filtering effect introduced by the Communiqué (an establishment requirement layered with a quantitative threshold) by adding a third, qualitative filter: the threshold itself must be calculated on the relevant activity, not on the consolidated business.

In practice, two questions are likely to dominate the next wave of cases. First, how the Board will draw the activity perimeter, and in particular how it will allocate revenues for vertically integrated businesses in which the technology activity is bundled with downstream services. Second, how the activity-based test interacts with the establishment criterion: where a target is established in Türkiye but generates the bulk of its technology-segment turnover from cross-border supply, the parties will need to substantiate the Türkiye-attributable share of the technology revenues with a degree of granularity that did not previously feature in notifications.

Türkiye Sales in the Worldwide-Turnover Calculation and the Starting Point of the Three-Year Rule

The amendments to the Turnover Guidelines also address two long-standing sources of uncertainty in turnover calculation.

First, the Guidelines now expressly provide that, while overseas sales of the parties are not to be taken into account in the calculation of their Türkiye turnover, Türkiye sales are to be included in the calculation of worldwide turnover. This may appear self-evident, yet it disposes of a recurring point of contention in practice, where parties might occasionally sought to exclude Türkiye sales from worldwide turnover in order to tiptoe around the new TRY 9 billion worldwide-turnover trigger introduced by the 2026 Communiqué. By codifying an integrated approach to the worldwide-turnover calculation, the TCA forecloses that argument and aligns Turkish practice with the consolidated reading prevailing in most other jurisdictions.

Second, the Guidelines clarify the starting point of the three-year aggregation rule under Article 8(5) of the Communiqué, pursuant to which two or more transactions carried out within a three-year period between the same parties or by the same undertaking in the same relevant product market are aggregated for turnover-calculation purposes. The Guidelines now provide that, in computing the three-year period, the date on which the notification first enters the records of the Board is to be taken as the reference point. While the rule had previously been understood to run from the closing date or signing date of the transactions, the new guidance ties the calculation to a single, externally verifiable event, the receipt of the notification by the Board.

In parallel, the Control Guidelines clarify that the three-year rule also applies to joint venture transactions: transactions carried out between the same transaction party in the same relevant product market within a three-year period, even where any one of them concerns the establishment of a joint venture, will be assessed on an aggregated basis⁶. The clarification appears aimed at ensuring consistency in the application of the notification obligation where consecutive transactions, some of which take the form of a joint venture, might otherwise individually remain below the thresholds. From a planning standpoint, parties contemplating staged or sequential investments in a Turkish target, particularly in private equity and venture capital structures involving joint vehicles, may wish to revisit their turnover analyses in light of the aggregation rule.

A Structured Framework for Assessing Coordination Effects in Joint Ventures

The most far-reaching innovation, however, lies in the new Section 8 added to both the Horizontal Guidelines and the Non-Horizontal Guidelines, entitled “Assessment of Cooperative Effects Arising Between Parent Undertakings Through a Joint Venture”. The 2026 Communiqué had already introduced a normative basis for reviewing coordination risks in full-function joint ventures, and the Notification Form had been amended to require, in respect of each relevant market, the turnover of each parent undertaking, the economic significance of the joint venture’s activities and the market shares of each parent undertaking⁷. The amended Guidelines now translate that normative architecture into an operational framework.

The new Section 8 sets out a series of illustrative scenarios in which coordination between parent undertakings is presumed to be more or less likely. The scenarios articulate, on a sliding scale, the constellations under which the Board will consider that the joint venture creates, reinforces or, conversely, does not give rise to a risk of coordination on price, output, product quality, product variety or innovation:

• Transfer of all activities. Where the parent undertakings transfer all of their activities relating to a given business or sector to the joint venture and no overlap remains in their other activities, no likelihood of coordination is assumed.
• No or limited activity in the relevant market. Where the parent undertakings are not active at all in the joint venture’s market, or where only one parent retains limited activity, the Board considers that coordination is unlikely in that market.
• Significant activity by two or more parents in the joint venture’s market. Conversely, where two or more parents retain significant activities in the joint venture’s market, a high likelihood of coordination may be presumed. The same analysis applies where the parents remain potential competitors in that market following the transaction; though, where the parents have transferred their relevant activities to the joint venture or committed to substantial investment such that re-entry on a stand-alone basis is unlikely, coordination may again be considered improbable.
• Strong pre-existing links. Where, prior to the transaction, there are other strong links between the parents capable of giving rise to cooperation in the relevant market (minority shareholdings, long-term supply agreements, joint production agreements or licensing agreements) the establishment of the joint venture is treated as adding a further link and reinforcing the existing coordination potential.
• Vertical relationships. Where the parents are active in markets downstream from the joint venture and the joint venture is their principal supplier, with the parents adding relatively little value to the supplied product, a coordination risk may arise. A symmetrical analysis applies where the parents are active upstream and the joint venture is their principal customer.
• Closely related neighbouring markets. Where two or more parents have substantial activity in a closely related neighbouring market (defined as a separate but closely connected market sharing common features such as similar technology, customers or competitor groups) that is, for the parents, of significant economic importance compared with the joint venture’s market, a coordination risk may arise in the neighbouring market by reason of the joint venture.
• Horizontal overlaps in unrelated markets. Finally, where two or more parents have significant activity in the same market as the joint venture, or in its upstream, downstream or closely related neighbouring markets, horizontal overlaps in markets unrelated to the joint venture’s activities may also be subject to a coordination-risk analysis where the Board deems it necessary.

Where the analysis identifies competition-restricting situations, the joint venture will be examined under Article 4 of Act No. 4054, with the exemption assessment carried out under Article 5.

The formal incorporation of this analytical grid into the Guidelines, however, has three practical consequences. First, it sets out, in concrete terms, the information set against which the parties’ submissions will be tested. Second, it gives parties a clearer ex ante template against which to design their submissions, in particular where the Notification Form’s expanded question 4.3 elicits granular market-by-market data on parent turnover, the economic significance of the joint venture and parent market shares. Third, by widening the analytical perimeter to include vertical relationships, neighbouring markets and even unrelated horizontal overlaps, the Guidelines signal that coordination-risk review will not be confined to the joint venture’s own market, a development that may have particular salience for sector-specific consolidations involving incumbents with extensive vertical or adjacent footprints.

Compliance Tips and Outlook

The amended guidelines should be read together with the February 2026 Communiqué reform: Jointly, the two layers shape the contours of merger control in Türkiye for the coming years. Three points warrant particular attention.

• Activity-based turnover analysis for technology targets. Parties contemplating the acquisition of a multi-activity target with technology operations in Türkiye will need to disaggregate the target’s Turkish turnover by line of activity and document the methodology. The TRY 250 million threshold no longer captures non-technology revenues.
• Aggregation across staged transactions. For roll-up strategies or staged acquisitions involving the same target or relevant market within a three-year window the Communiqué’s aggregation rule, as now clarified by the Guidelines to include joint ventures, will bring otherwise sub-threshold transactions back within the notification regime.
• Coordination-risk submissions for joint ventures. Parties forming full-function joint ventures should prepare detailed coordination-risk submissions calibrated to the new Section 8 grid, addressing the parents’ positions in horizontally overlapping, vertically related and neighbouring markets, as well as any pre-existing links between them.

In conclusion, the May 2026 amendments do not introduce a new direction for Turkish merger control; rather, they consolidate and operationalise the substantive choices already made in February, in particular the move towards a more economically anchored technology-undertakings regime and the codification of coordination-risk review for joint ventures. By specifying how key thresholds are calculated and by structuring the Board’s analytical framework, the Guidelines should make the regime more predictable for parties and advisers alike; though, as with the Communiqué reform, much will turn on how the Board interprets the open-textured concepts (most notably, “established in Türkiye” and the activity perimeter for the technology-undertakings turnover test) in its forthcoming case law.

Footnotes

^{1 Turkish Competition Authority, Mergers and Acquisitions Legislation Updated, Communication, 11 February 2026, https://www.rekabet.gov.tr/tr/Guncel/guncellenen-birlesme-ve-devralma-kilavuz-e3c14a1f9847f11193f80050568585c9}

^{2 Calculated based on the CBRT’s 2025 annual average buying exchange rates of EUR 1 = TRY 44.71 and USD 1 = TRY 39.48.}

^{3 For a detailed account of the February 2026 reform of the Communiqué, please see: Bora İkiler, Zeynep Şengören Özcan, Cansu Peker, The Turkish Competition Authority revises the merger control thresholds and refines technology-sector notification rules across all industries, 11 February 2026, e-Competitions Bulletin, Art. N° 131707. https://www.concurrences.com/en/bulletin/news-issues/february-2026/the-turkish-competition-authority-revises-the-merger-control-thresholds-and}

^{4 For an analysis of the recalibrated technology-undertakings exception in the digital and innovation sectors, including the Board's expansive interpretation of the local-nexus criterion under the 2022 regime, please see: Bora İkiler, Zeynep Şengören Özcan, Cansu Peker, The Turkish Competition Authority revises merger control thresholds and recalibrates the technology undertakings exception in the digital and innovation sectors, 11 February 2026, e-Competitions Bulletin. https://www.concurrences.com/en/bulletin/news-issues/february-2026/the-turkish-competition-authority-revises-merger-control-thresholds-and-132007}

^{5 See ibid., in particular the discussion of the Board's case law under the 2022 reform.}

^{6 Implemented through the language added to paragraph 37 of the Control Guidelines.}

^{7 For a presentation of the amendments to question 4.3 of the Notification Form and the codification of coordination-risk review introduced by the Communiqué, please see Bora İkiler, Zeynep Şengören Özcan, Cansu Peker, The Turkish Competition Authority revises the merger control thresholds and refines technology-sector notification rules across all industries, 11 February 2026, e-Competitions Bulletin, Art. N° 131707.}

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