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I. Introduction
Labour markets have emerged as a progressively important enforcement area for the Turkish Competition Authority ("TCA") reflecting a broader global trend towards increased scrutiny of employer-side coordination. This development represents an evolution rather than a sudden shift in enforcement focus: the TCA's investigations have centred on the same categories of conduct that occupy competition authorities worldwide; wage-fixing, no-poach agreements, and the exchange of competitively sensitive information on salaries and fringe benefits, each of which entails distinct legal risks and has arisen individually or in different combinations across sectors.
This article examines the evolution of the TCA’s approach for assessing labour market conduct under Article 4 of Law No. 4054 on the Protection of Competition (“Law No. 4054”), with a focus on no-poach agreements, wage-fixing arrangements, and information exchange practices. It analyses these issues through the lens of the TCA’s recent enforcement practice in the pharmaceutical sector, which provides key guidance on agreement formation, information exchange, ancillary restraints, and liability attribution in labour markets. The analysis draws primarily on the Turkish Competition Board's (“TCB”) Pharmaceutical Sector1 decision, which represents most comprehensive and the latest application of the TCA's labour market enforcement framework in Turkish competition law practice to date; addressing no-poach agreements, competitively sensitive information exchange, ancillary restraints, and successor liability within a single set of proceedings.
II. Anticompetitive Conducts: Key Prohibitions and Risk Areas
One of the defining characteristics of the labour market is that, unlike in other markets, the definition of a “competitor” is not confined solely to undertakings operating within the same sector; rather, all undertakings employing labour in Türkiye may be regarded as potential competitors. In this context, labour, as an input, lies at the centre of a dual competitive relationship: those competing in the output market simultaneously compete with one another in the input side.
Pursuant to the TCA’s Guidelines on Competition Infringements in Labor Markets (the “Labour Guidelines”), the principal types of infringements in labour markets are no-poach agreements, wage-fixing agreements and the exchange of competitively sensitive information related to the relevant markets.
II.1. No-Poach Agreements
No-poach agreements are defined as agreements whereby competitors undertake not to employ or make employment offers to each other’s current or former employees. The Labour Guidelines treat such agreements as per se infringements constituting market-sharing agreements within the scope of Article 4 of the Law No. 4054. However, where such restrictions qualify as an ancillary restraint, that is, where it satisfies the requirements of direct relation, proportionality and necessity in connection with the main agreement, it falls outside the scope of Article 4.
The direct relation requirement demands that the ancillary restraint be closely connected to the main transaction from an economic perspective and directed at ensuring its smooth implementation. Proportionality requires that the restriction be commensurate, in terms of its duration, scope, and geographical coverage, with the legitimate objective pursued under the main agreement. Finally, in terms of necessity, the restriction must be indispensable for the implementation of the transaction, such that its absence would render the main agreement significantly more burdensome, costly, or uncertain to execute.
In the labour market context, restrictions on employee mobility between cooperating undertakings may qualify as ancillary restraints where they are directed at protecting key personnel possessing relevant know-how, and are limited to the employees directly involved in the relevant project or business unit.
II.2. Wage-fixing Agreements
Any agreement or concerted practice whereby undertakings jointly determine wages, salary increase rates, fringe benefits, compensation, leave entitlements, or non-compete obligations applicable to their employees constitutes “wage-fixing”. The Labour Guidelines classify such arrangements as cartel agreements within the meaning of Article 4 of the Law No. 4054 and characterise them as infringements by object.
Wage-fixing agreements may be concluded directly between competing undertakings or indirectly through the involvement of a third party. Where an association or a professional organisation, or other intermediary facilitates or contributes to the formation of the agreement, it may itself be regarded as a party to the infringement. The TCB’s Private Hospitals2 decision illustrates this approach. A similar outcome may also arise in the ongoing investigation3 concerning alleged labour market infringements involving 33 undertakings, two associations of undertakings, and one consultancy company operating in the shipbuilding sector.
II.3. Exchange of Competitively Sensitive Information
The Labour Guidelines explicitly state that, even in the absence of an executed agreement, the exchange of competitively sensitive information related to labour markets may constitute an infringement of Article 4 of Law No. 4054. The sharing of individualised, current, or forward-looking data concerning employees’ wages, salary increase rates, and fringe benefits falls within this scope.
An infringement may also arise where the information exchange is conducted through market researchers or private employment agencies acting as intermediaries. To prevent such risks, the Labour Guidelines introduce “safe harbour” applicable to such entities: the information exchange must be conducted by an independent third party, cover data from at least ten participants, ensure that no single participant accounts for more than 25% of the total dataset, and be based on non-public information related to a historical period of at least three months.
III. The TCA’s Enforcement Snapshot and the Pharmaceutical Sector Decision
Whilst the TCB's engagement with labour market conduct dates back to its Sports Clubs4 decision of 2001 and TV Producers5 decision of 2005, enforcement during this early period remained tentative. Indeed, as late as 2013, TCB declined to apply Law No. 4054 to minimum wage-setting by professional chambers for engineers, taking the view that such conduct fell outside the scope of the legislation6. It was not until its Container Transportation Drivers7 decision in 2020 that the TCB signalled that wage-fixing and no-poach agreements between competing employers would be treated as cartel conduct, thereby laying the groundwork for the sustained enforcement trajectory that has since emerged.
Approximately a decade later, the TCB’s position shifted considerably in the Container Transportation Drivers decision. Although the majority elected not to initiate an investigation on grounds of limited market impact and procedural economy, the TCB nevertheless characterised the conduct as per se violation and issued a formal warning, while three dissenting opinions expressly called for a full investigation to be launched. That trajectory gained further momentum in 2022, when the TCB imposed its first administrative monetary fine amounting to approximately TRY 58 million (approximately USD 3.5 million8) in total on cartel grounds in a labour market context through its Private Hospitals decision, thereby signalling a clear transition from jurisdictional reluctance towards active enforcement.
Since then, the TCB’s enforcement has gradually expanded across sectors9 and is expected to intensify further. The highest fines prior to the Pharmaceutical Sector decision were imposed in the Labour-110 decision, corresponding to approximately TRY 252 million (approx. USD 10.6 million11), followed by the subsequent Labour-2 decision corresponding to approximately TRY 126 million (approx. USD 5.31 million)12.
During the first six months of 2026, four investigations were initiated concerning anti-competitive practices in labour markets. Among these, the most extensive investigation13 concerns allegations that 26 undertakings operating in the banking, insurance, and information technologies sectors engaged in no-poach agreements and/or the exchange of competitively sensitive information related to labour markets.
III.1. The Pharmaceutical Sector Decision: The Pill That's Hard to Swallow
The Pharmaceutical Sector decision, which constitutes the TCB’s most recent reasoned decision published with respect to labour markets, provides important guidance regarding the labour practices. The investigation, the majority of which concerned undertakings operating in the pharmaceutical sector14, principally related to no-poach agreements between competitor undertakings as well as the exchange of competitively sensitive information related to employee wages and fringe benefits. In addition, allegations that AbbVie had engaged in conduct aimed at preventing competitors’ entry into the market, particularly in the Hepatitis-C market, and had made improper payments intended to influence physicians’ preferences were assessed under Article 6; however, no violation was ultimately established.
The TCB’s approach to no-poach agreements, examining whether such arrangements may be legitimised within the framework of the ancillary restraints doctrine rather than treating them automatically as per se infringements under Article 4, points to a nuanced analytical framework grounded in the principles of legal certainty and proportionality, as opposed to a purely prohibitive approach. The TCB has assessed each of the relevant agreements individually, considering their specific commercial context, the need for key personnel, and the sustainability of the underlying contractual arrangement.
This approach appears to reflect the practical application of the Labour Guidelines, which examine whether labour-related restrictions are directly linked to, and necessary for, the functionality of the main agreement. In this context, such clauses must be justified on the basis of concrete reasoning with respect to their scope, duration, and functional nexus with the main agreement, rather than including no-poach clauses as standard contractual provisions.
Within the context of no-poach agreements, the decision demonstrates that the arrangements in question were not formalised through written contracts; rather, the TCB concluded that bilateral understandings reached between senior personnel, including general managers and human resources (“HR”) directors, were sufficient to establish an agreement or concerted practice within the meaning of Article 4. In this regard, the TCB obtained communications containing explicit statements such as “we do not hire from that company”, “blacklist policy”, “prohibited companies”, “off-limit companies”, and references to “gentlemen’s agreements”. The use of informal communication channels, including messaging applications such as WhatsApp, did not preclude a finding of infringement. Instead, the TCB focused on the substance and practical effect of the communications rather than their form. Accordingly, the decision confirms that informal coordination may give rise to the same legal exposure as formally executed no-poach agreements.
As regards the bilateral relationships found to constitute infringements, the decision identifies a network of dyadic no-poach agreements. The structure of the violation was therefore characterised not by a single multilateral scheme, but by a series of separate bilateral consensuses, each of which was assessed individually as a standalone infringement under Article 4. More significantly, the decision draws a clear and consequential distinction: the mere existence of a mutual understanding between two competitors that they will refrain from recruiting each other’s employees is sufficient to trigger liability under Article 4, notwithstanding the absence of a written agreement. Indeed, it is precisely for this reason that such arrangements are commonly referred to as “gentlemen’s agreements”. In light of this approach, undertakings should regard any discussions at senior management or HR level concerning competitors’ employees as presenting a significant competition law risk.
Within the scope of the investigation, the issue of whether agreements restricting employee transfers could be regarded as ancillary restraints was examined under the Labour Guidelines in light of the criteria of direct relation, necessity, and proportionality. In this context, the no-poach provision contained in the logistics distribution agreement between Allergan İlaçları Ticaret A.Ş. (“Allergan”) and Abdi İbrahim İlaç Sanayi ve Ticaret A.Ş. (“Abdi İbrahim”), the restrictions incorporated within the global oncology R&D collaboration agreement between AstraZeneca and Daiichi-Sankyo, and the distributorship relationship between Bausch&Lomb and Liba15 were all considered to constitute ancillary restraints and, accordingly, were found not to give rise to an infringement.
As regards to the exchange of competitively sensitive information, the TCB found that Amgen, AstraZeneca, Merck, Novartis, Novo Nordisk, Pfizer, Sanofi and Sanovel participated in exchanges of competitively sensitive information related to employee wages and fringe benefits, in violation of Article 4 of the Law No. 4054. In particular, these findings resulted in the highest aggregate administrative monetary fine imposed to date in relation to the exchange of competitively sensitive information in labour markets. The decision also consolidates the analytical framework set out in the Labour Guidelines, pursuant to which information exchanges in labour markets are assessed through the same doctrinal principles and competition law tools traditionally applied to information exchanges in product markets.
The decision also carries significant practical implications for the sector's well-established practice of participating in HR benchmarking exercises. It signals that compensation surveys and data-sharing arrangements, a routine feature of HR practice in multinational industries require careful legal scrutiny, particularly as regards the granularity of the data shared, the frequency and contemporaneity of exchanges, and whether the information is sufficiently aggregated and anonymised to prevent reverse-engineering of individual undertakings’ remuneration policies.
Another issue addressed in the decision concerned the application of the principle of universal succession in the context of competition law liability. With respect to AbbVie and Allergan, although the concentration had been cleared by the TCB in 2019, the transaction closed only in 2023, at which point Allergan came under AbbVie’s control. The TCB nevertheless considered that AbbVie could be held liable for the infringements allegedly committed by Allergan prior to the change of control on the basis of the principle of universal succession. In doing so, the TCB reiterated its established position that, where an undertaking is acquired together with all of its rights and liabilities, liabilities arising from infringements of Law No. 4054 may likewise pass to the acquiring undertaking, an approach that it has previously considered to be consistent with the principle of universal succession recognised under the Turkish Commercial Code No. 6102. As regards Sanovel and Arven, the TCB identified Sanovel as the economic successor of the pre-acquisition economic unit by reference to the principle of universal succession, grounding this conclusion in an economic continuity analysis that examined turnover, employee headcount and the number of licensed products within the unit, on the basis of which Sanovel was found to be the economically predominant entity.
In its previous decisions16, the TCB has developed a consistent line of case law to the effect that, where a company is acquired together with all of its rights and liabilities as a result of an acquisition transaction, such transfer also encompasses liabilities arising from infringements of Law No. 4054, and accordingly, the liability of the acquiring undertaking for the infringement continues. This approach indicates that the TCB has functionally internalised the “economic unit” doctrine developed under EU competition law through the settled case law17 of the Court of Justice of the European Union. Under this doctrine, liability is attributed not to the legal personality of the undertaking as such, but to the continuity of the relevant economic entity. Consistent with the reasoning adopted in the German Sausage Gap18 case, which was expressly referenced in the decision, where the assets and economic activities of an undertaking have been transferred to another legal entity, the successor entity may be held liable on the basis of economic succession, notwithstanding any change in legal structure.
As a result of the investigation, the TCB concluded that Article 4 of Law No. 4054 had been infringed by Adeka, Argis, Arven, Berko, Farmatek, Helba, İlko, Sanovel, Santa Farma, and Servier on the grounds that they had been party to no-poach agreements. In addition, Amgen, AstraZeneca, Merck, Novartis, Novo Nordisk, Pfizer, Sanofi, and Sanovel were found to have infringed Article 4 through the exchange of competitively sensitive information. Accordingly, administrative monetary fines were imposed on the basis of the undertakings’ gross revenues generated in 2024. By contrast, no infringement was established in relation to AbbVie, BASF, Bausch&Lomb, Bayer, Daiichi-Sankyo, J&J, Liba, Michael Page, MSD, Neutec, Panasonic, SIFI, and World Medicine, and therefore no administrative monetary fines were imposed on those undertakings.
Through the process, the investigation was concluded through settlement procedure in respect of Menarini Sağlık ve İlaç Sanayi Ticaret A.Ş. (“Menarini”)19, Genveon İlaç Sanayi ve Ticaret A.Ş. (“Genveon”)20, Abdi İbrahim21, Glaxosmithkline İlaçları San. ve Tic. A.Ş. (“GlaxoSmithKline”)22, Bilim İlaç Sanayii ve Tic. A.Ş. (“Bilim İlaç”)23, and Drogsan İlaçları Sanayi ve Ticaret A.Ş. (“Drogsan”)24. In this context, the fines imposed on those undertakings amounted to TRY 42,148,808.07 for Menarini, TRY 35,722,195.45 for Genveon, TRY 184,363,976.71 for Abdi İbrahim, TRY 33,321,564.11 for GlaxoSmithKline, TRY 155,488,332.29 for Bilim İlaç, and TRY 30,593,234.79 for Drogsan which corresponds to TRY 481,638,111.42 in total. Combined with the fines imposed under the final decision amounting to TRY 244,801,302.91; the aggregate administrative monetary fine imposed on the undertakings concerned reached TRY 726,439,414.33 (approximately USD 22.2 million25).
IV. Practical Takeaways
The Pharmaceutical Sector decision, read together with the Labour Guidelines and the TCA’s broader enforcement trajectory, translates into clear and concrete compliance imperatives. It confirms that competition law exposure in labour markets is no longer confined to commercial or procurement functions. Furthermore, WhatsApp messages, e-mails, and even verbal understandings between HR directors or general managers are treated by the TCB as functionally equivalent to executed agreements. Any communication concerning hiring restrictions, competitor employees, “off-limit” companies, blacklists, or wage alignment gives rise to material competition law risk. Accordingly, HR-level communications with industry peers should be subject to strict internal protocols and, where necessary, appropriately restricted.
The overarching message of the decision is unequivocal: the TCB treats labour market restrictions as cartel conduct and is prepared to pursue such conduct with the full breadth of its investigative and sanctioning powers; irrespective of informality, indirect coordination, or the routine nature of industry practice.
In short, in the TCA’s view, informality is no longer a shield, but often the evidence itself.
Footnotes
1 The TCB’s decision dated 11.09.2025 with number 25-34/810-474.
2 The TCB’s decision dated 24.02.2022 with number 22-10/152-62.
3 The TCB’s decision dated 14.08.2025 with number 25-31/714-M.
4 The TCB’s decision dated 25.12.2001 with number 01-63/645-171. Following the news alleging that football clubs had entered into a protocol not to make transfer offers to players registered with one another and not to compete for player transfers from other clubs, a preliminary investigation was initiated. However, as no such agreement could be substantiated and it was established that the clubs had in fact engaged in player transfers and competed for the same players, it was decided not to initiate a formal investigation.
5 The TCB’s decision dated 28.07.2005 with number 05-49/710-195. Given the potential for restrictions of competition through the prevention of actor mobility and the fixing of actors’ wages in the television series production market, the TCA has limited its action to issuing written opinions to the parties and has decided not to initiate a formal investigation.
6 The TCB’s decision dated 28.03.2013 with number 13-17/245-120. The TCB concluded that the setting of minimum wage floors by professional chambers for engineers fell outside the scope of Law No. 4054, as the matter concerned the regulatory activities of professional associations rather than agreements between competing undertakings.
7 The TCB’s decision dated 02.01.2020 with number 20-01/3-2.
8 The amounts in USD for the year 2022 are converted at the exchange rate USD 1 = TRY 16.56 in accordance with the applicable Turkish Central Bank average buying rate for 2022.
9 For example, the TCB’s decisions dated 15.05.2025 with number 25-19/457-215 and dated 09.05.2025 with number 25-18/433-202 in relation to the ready-mixed concrete sectors; Doğa Koleji decision dated 03.10.2024 with number 24-40/948-407 and French High Schools decision dated 24.04.2024 with number 24-20/466-196 regarding the education sector; Ay Yapım/Med Yapım decision dated 20.11.2025 with number 25-43/1044-596 regarding TV production sector;
10 The TCB’s decision dated 26.07.2023 with number 23-34/649-218
11 The amounts in USD for the year 2023 are converted at the exchange rate USD 1 = TRY 23.74 in accordance with the applicable Turkish Central Bank average buying rate for 2023.
12 The TCB’s decision dated 27.02.2024 with number 24-10/170-66. This amount represents the total administrative monetary fines imposed on the undertakings, including those for which the investigation was concluded through the settlement procedure.
13 The TCB’s decision dated 29.01.2026 with number 26-03/75-M.
14 Namely, AbbVie Tıbbi İlaçlar Sanayi ve Ticaret Ltd. Şti. (“AbbVie”), Adeka İlaç Sanayi ve Ticaret A.Ş. (“Adeka”), Amgen İlaç Ticaret Ltd. Şti. (“Amgen”), Argis İlaç Sanayi ve Ticaret A.Ş. (“Argis”), Arven İlaç Sanayi ve Ticaret A.Ş. (“Arven”), AstraZeneca İlaç Sanayi ve Ticaret Ltd. Şti. (“AstraZeneca”), BASF Türk Kimya Sanayi ve Ticaret Ltd. Şti. (“BASF”), Bausch & Lomb Sağlık ve Optik Ürünleri Ticaret A.Ş. (“Bausch&Lomb”), Bayer Türk Kimya Sanayii Ltd. Şti. (“Bayer”), Berko İlaç ve Kimya Sanayi A.Ş. (“Berko”), Daiichi-Sankyo İlaç Ticaret Ltd. Şti. (“Daiichi-Sankyo”), “Farmatek İlaç Sanayi Ticaret A.Ş. (“Farmatek”), Helba İlaç İç ve Dış Sanayi Ticaret A.Ş. (“Helba”), İlko İlaç Sanayi ve Ticaret A.Ş. (“İlko”), Johnson and Johnson Sıhhi Malzeme Sanayi ve Ticaret Ltd. Şti. (“J&J”), Liba Laboratuarları A.Ş. (“Liba”), Merck İlaç Ecza ve Kimya Ticaret A.Ş. (“Merck”), Michael Page International Nem İstihdam Danışmanlığı Ltd. Şti. (“Michael Page”), Merck Sharp Dohme İlaçları Ltd. Sti. (“MSD”), Neutec İlaç Sanayi Ticaret A.Ş. (“Neutec”), Novartis Sağlık, Gıda ve Tarım Ürünleri Sanayi ve Ticaret A.Ş. (“Novartis”), Novo Nordisk Sağlık Ürünleri Ticaret Ltd. Şti. (“Novo Nordisk”), Panasonic Elektronik Satış A.Ş. (“Panasonic”), Pfizer PFE İlaçları A.Ş. (“Pfizer”), Sanofi İlaç Sanayi ve Ticaret A.Ş. (“Sanofi”), Santa Farma İlaç Sanayi A.Ş. (“Santa Farma”), Sanovel İlaç. San, ve Tic. A.Ş. (“Sanovel”), Servier İlaç ve Araştırma A.Ş. (“Servier”), SIFI İlaç A.Ş. (“SIFI”) and World Medicine İlaç Sanayi ve Ticaret A.Ş. (“World Medicine”).
15 In paragraph 717, it is further stated that there is no finding that LİBA engaged in any no-poach conduct vis-à-vis BAUSCH&LOMB. The TCB also underlined that the evidence no. 57 concerning restrictions on employee mobility was assessed in relation to whether BAUSCH&LOMB had engaged in hiring LİBA’s employees. In this context, on the basis of the information contained in the file, the TCB concluded that BAUSCH&LOMB had in fact hired LİBA’s employees.
16 The TCB’s decisions dated 09.02.2006 with number 06-11/143-33; dated 04.03.2021 with number 21-11/155-64.
17 See: Court of Justice of the European Union, ETI and Others v. Autorità Garante della Concorrenza e del Mercato, C-280/06, 11.12.2007; Suiker Unie and Others v. Commission, 40/73, 16.12.1975.
18 The so-called Sausage Gap (Wurstlücke) refers to an enforcement gap that emerged following the Bundeskartellamt’s sausage cartel investigation of July 2014, whereby administrative fines could no longer be imposed where the legal entity responsible for the infringement had been dissolved through corporate restructuring. Following the legislative amendments that entered into force on 09.06.2017, provisions concerning economic succession (§ 81(3c) GWB) and liability of the economic unit (§ 81(3a) GWB) were introduced in order to prevent undertakings from evading administrative fines by exploiting this enforcement gap through corporate restructuring.
19 The TCB’s decision dated 31.10.2024 with number 24-44/1030-440: It has been decided that Menarini has violated Article 4 of the Law No. 4054 by way of exchanging competitively sensitive information with its competitor Sanovel.
20 The TCB’s decision dated 31.10.2024 with number 24-44/1029-439: It has been decided that Genveon has violated Article 4 of the Law No. 4054 by entering into no-poach agreements with its competitors.
21 The TCB’s decision dated 28.03.2024 with number 24-15/319-131: It has been decided that Abdi İbrahim has violated Article 4 of the Law No. 4054 by entering into no-poach agreements and exchanging competitively sensitive information with its competitors.
22 The TCB’s decision dated 21.3.2024 with number 24-14/270-110: It has been decided that GlaxoSmithKline has violated Article 4 of the Law No. 4054 by entering into no-poach agreements and exchanging competitively sensitive information with its competitors.
23 The TCB’s decision dated 15.08.2024 with number 24-33/782-329: It has been decided that Bilim İlaç has violated Article 4 of the Law No. 4054 by entering into no-poach agreements with its competitors.
24 The TCB’s decision dated 15.08.2024 with number 24-33/807-341: It has been decided that Drogsan has violated Article 4 of the Law No. 4054 by entering into no-poach agreements with its competitors.
25 The amounts in USD for the year 2024 are converted at the exchange rate USD 1 = TRY 32.7 in accordance with the applicable Turkish Central Bank average buying rate for 2024.
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