Introduction
Competition law is a transaction and operating risk, not merely a litigation issue. Companies entering Turkey through acquisitions, joint ventures, distribution structures or digital services may encounter the Turkish regime even if they have no incorporated subsidiary in the country. The decisive question is generally whether the transaction or conduct falls within the statutory scope and is capable of affecting competition in Turkish markets.
Three features deserve early attention. First, notifiable concentrations are subject to a mandatory and suspensory filing system: closing must wait for clearance. Second, dominance itself is lawful, but dominant firms carry a heightened responsibility not to use market power abusively. Third, Article 4 enforcement reaches both express cartel arrangements and less obvious coordination, including indirect exchanges through customers, suppliers, platforms or other common intermediaries.
The practical implication is that competition review should begin while commercial options remain open. Waiting until signing, integration or an authority inquiry can convert a manageable filing or compliance question into delay, invalidity risk, evidence problems or significant financial exposure.
1. Legal Framework and Institutional Roles
The principal statute is Law No. 4054 on the Protection of Competition. Article 4 addresses anti-competitive agreements, concerted practices and association decisions; Article 6 prohibits abuse of a dominant position; and Article 7 governs mergers and acquisitions that may significantly impede effective competition, particularly by creating or strengthening dominance.1
The Turkish Competition Authority investigates suspected infringements, conducts on-site inspections, reviews concentrations and administers the statutory procedures. The Competition Board is the decision-making body. Board decisions may be challenged before the competent administrative courts, but judicial review does not remove the need to comply with a decision while it remains effective unless a court orders otherwise.
Law No. 4054 is effects-oriented. A foreign-to-foreign acquisition, an offshore information exchange or contractual restrictions agreed abroad may therefore require Turkish analysis where the relevant parties generate Turkish turnover, supply Turkish customers or otherwise influence competitive conditions in Turkey. The corporate location of the parties is not, by itself, determinative.
2. Merger Control and the 2026 Notification Thresholds
2.1 Mandatory and Suspensory Review
A transaction must be notified where it constitutes a concentration under Article 7 and Communiqué No. 2010/4 and the applicable turnover tests are met. Concentrations include mergers and acquisitions that confer direct or indirect, sole or joint control on a lasting basis. A full-function joint venture may also be a concentration; the Board can separately consider whether the joint venture creates coordination between its parents.2
Turkey does not impose a conventional post-signing filing deadline. The operative constraint is the standstill obligation: the parties may sign, but they must not implement a notifiable transaction before clearance. The filing should therefore be integrated into the deal timetable, conditions precedent, long-stop date and allocation of regulatory risk.
2.2 The General Turnover Tests
The 2026 amendments increased the principal thresholds. Subject to the definitions and turnover-attribution rules in the Communiqué, a concentration is notifiable when either of the following alternative tests is satisfied:3
Aggregate Turkish test: the parties’ combined turnover in Türkiye exceeds TRY 3 billion and the turnover in Türkiye of at least two parties each exceeds TRY 1 billion.
Target/party plus worldwide test: for an acquisition, the turnover in Türkiye of the acquired business or assets exceeds TRY 1 billion and the worldwide turnover of at least one acquirer exceeds TRY 9 billion; for a merger, the corresponding domestic and worldwide limbs are applied to the relevant merging parties under the Communiqué.
The tests are alternatives, not cumulative requirements. Turnover is calculated at group level under the attribution rules and by reference to the relevant financial year. The 2026 guidance also clarifies that Turkish sales are included when worldwide turnover is calculated. Currency conversion, financial-sector turnover and intra-group sales require particular care.
2.3 Technology Undertakings
A special rule applies to qualifying technology undertakings. The definition encompasses undertakings active in digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and health technologies. Following the 2026 amendment, the special regime is limited to qualifying technology undertakings established in Türkiye, and a lower TRY 250 million individual Turkish turnover limb applies in the relevant notification test.4
Classification should be assessed by reference to the target’s actual products, services and activities rather than its branding or constitutional objects. A group that appears small on conventional revenue measures may still fall within the special rule. Technology deals should therefore be screened early, especially where the target has Turkish personnel, operations, research capability or a locally established business.
2.4 Cross-Border Deals, Aggregation and Control
Foreign transactions can be notifiable even when the target has no Turkish subsidiary, if the applicable domestic turnover is generated and the control and threshold requirements are met. The analysis must identify the acquiring economic group, the business whose control is changing and the entities whose turnover must be attributed. Minority investments may be notifiable where veto rights, governance arrangements or other rights confer decisive influence.5
The Communiqué also aggregates certain transactions completed within a three-year period. The updated 2026 guidance confirms the operation of this rule in joint-venture contexts and clarifies when the three-year period begins. Serial acquisitions, staged closings and related investments should not be assessed in isolation.
2.5 Standstill and Gun-Jumping
Before clearance, parties must remain independent competitors and the buyer must not obtain control, exercise decisive influence or receive competitively sensitive information beyond what is objectively necessary for due diligence and transaction planning. The statutory consequences may include a procedural fine based on Turkish turnover and, for problematic transactions, substantive remedies or invalidity consequences under Law No. 4054.6
High-risk steps include directing ordinary-course business, approving prices or customer terms outside carefully drafted covenants, integrating sales or IT systems, presenting the businesses as a single enterprise, transferring key assets, or sharing current customer-level pricing with operating personnel. Legitimate protections should be proportionate and time-limited. Clean teams, external advisers, aggregated reporting and restricted data rooms are often appropriate safeguards.
3. Abuse of a Dominant Position
3.1 Dominance Is Not Prohibited
Article 6 does not prohibit an undertaking from becoming or remaining dominant through lawful competition. It prohibits the abuse of that position. Liability therefore requires both a dominant position in a properly defined relevant market and conduct that constitutes abuse. Market definition and economic context are central to both elements.
Assessment commonly considers market shares over time, barriers to entry or expansion, buyer power, access to essential inputs, vertical integration, switching costs, intellectual property, economies of scale and scope, data advantages and network effects. Turkish law has no fixed market-share safe harbor. Board practice indicates that shares below 40% are generally less likely to support dominance, but the conclusion remains case-specific.7
3.2 Conduct Requiring Particular Scrutiny
Conduct can be exclusionary, exploitative or discriminatory. Practices that merit careful review include below-cost or predatory pricing, excessive pricing allegations, refusal to supply or grant access, margin squeeze, loyalty-inducing rebates, exclusivity obligations, tying or bundling, discriminatory terms for equivalent transactions, and contractual or technical measures that foreclose rivals. The same practice may be lawful for a non-dominant company yet problematic when used by a dominant undertaking.
Objective justification and proportionality can be decisive. A company should document the commercial rationale, efficiencies, security requirements, capacity constraints or quality considerations supporting a challenged practice. Explanations prepared only after an inquiry begins are typically less persuasive than contemporaneous evidence.
3.3 Digital Markets and Platform Businesses
Digital-market analysis may focus on multi-sided market dynamics, zero-price services, access to data, default settings, interoperability, ranking and self-preferencing, ecosystem leverage and the cumulative effect of network advantages. The Board’s enforcement concerning Google’s general-search practices illustrates its willingness to impose daily fines where remedial obligations are not satisfied in the required manner.8
Platforms should treat product design and algorithm changes as potential competition-law events. Legal review should occur before rollout when a change affects ranking, access, data portability, commercial visibility, app distribution or the terms on which business users can reach customers.
4. Cartels and Horizontal Coordination
4.1 Prohibited Coordination
Article 4 applies to agreements, concerted practices and decisions of associations of undertakings. A written and enforceable contract is unnecessary. Parallel behavior, contacts, messages, meeting records and economic evidence may be assessed together when the Board considers whether coordination has replaced independent commercial decision-making.9
The highest-risk conduct includes price fixing, bid rigging, customer or territory allocation, output restrictions, collective boycotts and the exchange of individualized, current or future information concerning prices, margins, costs, capacity, strategy or customers. Trade-association meetings and benchmarking exercises require protocols that keep data historical, aggregated and incapable of identifying individual firms.
4.2 Indirect Exchange and Hub-and-Spoke Risk
Competitors need not communicate directly. Information may pass through a common retailer, supplier, distributor, consultant, marketplace or software provider. A hub-and-spoke concern arises where the intermediary functions as the hub and competing businesses form the spokes, with evidence supporting a common understanding or coordinated outcome. In April 2026, the Board announced a TRY 330,322,816.48 fine on MediaMarkt following findings concerning indirect information exchange and hub-and-spoke coordination.10
Legitimate vertical communications—such as stock availability, delivery planning or a supplier’s recommended resale price—are not automatically unlawful. Risk rises when one party relays a competitor’s future intentions, seeks assurance of market-wide alignment, monitors deviations or pressures a distributor to enforce coordinated retail conditions.
4.3 Leniency and Active Cooperation
The active-cooperation regime can provide full immunity or a reduction in fines for qualifying applicants that disclose cartel conduct and cooperate with the Authority. The current regulation, effective since 16 December 2023, also addresses cartel facilitators. Timing is critical: a reduction application must satisfy the procedural deadline, including the requirement that relevant evidence be submitted within three months following notice of investigation and, in all cases, before service of the investigation report.11
A company that discovers possible cartel conduct should immediately preserve evidence, limit internal dissemination and obtain advice on jurisdiction, privilege and application strategy. Delay can allow another participant to secure the most favorable position. Cross-border matters also require coordinated decisions because an application in one jurisdiction may affect exposure and disclosure obligations elsewhere.
4.4 Settlement
Settlement is available in investigations concerning Article 4 and Article 6 infringements. The Board may initiate the process or accept a party’s request after the investigation begins, subject to the statutory cut-off and the Board’s discretion. A settlement submission requires the party to accept the existence and scope of the infringement and the maximum fine rate, and it can produce a reduction within the applicable legal framework.12
Settlement is not a purely mathematical discount decision. A company should evaluate the strength of the evidence, the expected fine range, follow-on claims, reputational effects, multi-jurisdictional consistency and the consequence of accepting the infringement.
5. Administrative Fines and Other Consequences
For substantive infringements, Law No. 4054 authorizes an administrative fine of up to 10% of the undertaking’s annual gross revenue, as determined under the statute. The 2024 Fines Regulation and the Authority’s 2025 Guideline structure the assessment by reference to the nature and gravity of the infringement, duration, aggravating and mitigating circumstances and other relevant factors.13
Duration can materially increase the base amount. Under the current method, an infringement lasting one to under two years adds 20%; two to under three years adds 40%; three to under four years adds 60%; four to under five years adds 80%; and five years or more adds 100%. An infringement lasting less than one year does not receive a duration increase.14
Separate procedural fines may apply to gun-jumping, inaccurate or misleading information, failure to provide requested information, obstruction of on-site inspections and non-compliance with decisions, commitments or remedies. Daily fines may continue until the relevant obligation is satisfied. Commercial consequences may include transaction delay, contractual claims, management distraction, reputational harm and follow-on damages litigation.
6. Practical Competition Compliance
An effective program is tailored to the company’s actual routes to market and decision-making processes. A written policy has limited value if commercial teams do not know when to stop, escalate and document the reason for a decision. At minimum, international businesses should implement the following controls:
Transaction control. screen acquisitions, minority investments and joint ventures when term sheets are prepared; identify Turkish turnover, group attribution, control rights and technology-undertaking status.
Pre-closing safeguards. use clean teams and data-room rules; separate due-diligence access from operating teams; keep integration planning conditional on clearance.
Commercial contracting. review exclusivity, rebates, parity obligations, resale-price communications, online-platform terms and restrictions affecting channels, territories or customers.
Competitor contacts. prohibit discussion of future prices, margins, customers, capacity or strategy with competitors; adopt agendas and exit protocols for association meetings.
Investigation readiness. maintain a practical on-site inspection protocol covering reception, legal support, devices, remote working, messaging applications, document preservation and staff conduct.
Governance and monitoring. deliver role-based training, provide confidential reporting channels, audit higher-risk business units and preserve records of remedial action.
Board and senior-management oversight should be visible. Incentives must not reward results achieved through risky coordination or foreclosure. When a concern is reported, the response should be prompt, independent and documented, with preservation measures calibrated to the possibility of an authority inspection or leniency decision.
7. Frequently Asked Questions
Can a foreign-to-foreign transaction require a Turkish filing?
Yes. A Turkish legal entity is not required. The key issues are whether control changes, which turnover is attributable to the relevant parties and whether either alternative threshold test is met. A Turkish filing may be required even where the transaction is negotiated and closed abroad.
May the parties close outside Turkey while Turkish clearance is pending?
The standstill obligation should be treated as applying to implementation of the notifiable transaction. Global closing, partial closing, warehousing and carve-out structures require case-specific advice; a contractual label does not prevent the Board from examining whether control or the commercial benefit of the transaction has effectively transferred.
Is a dominant position unlawful?
No. Turkish law prohibits abuse, not dominance itself. A dominant firm may compete vigorously, but practices that exclude rivals, discriminate without objective reason or exploit customers may receive closer scrutiny.
Does a market share below 40% eliminate dominance risk?
No. It may make dominance less likely in Board practice, but it is not a statutory safe harbor. Barriers, network effects, buyer dependence, data, intellectual property and competitors’ ability to expand can outweigh a simple share figure.
Can information sharing infringe the law without an express price agreement?
Yes. Exchanging individualized and current or future commercial information can reduce strategic uncertainty and support a concerted-practice finding. The exchange may be direct or routed through a supplier, retailer, platform or other intermediary.
When should leniency be considered?
Immediately after credible evidence of cartel conduct is identified. Eligibility and value can depend on the order of applications, the evidence provided and continued cooperation. Evidence should be preserved and any approach to the Authority coordinated with advice in other relevant jurisdictions.
What should an international business do first?
Map Turkish turnover and market-facing activities, identify transactions and commercial practices that create recurring exposure, appoint a responsible legal or compliance owner and implement escalation rules for deals, competitor contacts, dominant-firm conduct and authority requests.
Conclusion
Turkey’s competition regime combines mandatory merger review with active enforcement against abuse and coordination. The 2026 threshold increases reduce the number of transactions caught by the general tests, but they do not remove the need for systematic screening—particularly for technology undertakings, minority rights, joint ventures, serial acquisitions and foreign deals with Turkish turnover.
For operating businesses, the most effective controls are practical: independent decision-making, disciplined information flows, review of high-risk contracts and digital product changes, clean teams in transactions, inspection readiness and prompt escalation of suspected infringements. Early analysis preserves options; delayed analysis often makes the legal and commercial outcome more expensive.
Bibliography
Legislation and Regulations
Republic of Türkiye, Law No. 4054 on the Protection of Competition, as amended. Available at: https://www.rekabet.gov.tr/en/Sayfa/Legislation/act-no-4054 [accessed 22 September 2026].
Republic of Türkiye, Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board, as amended. Available at: https://www.mevzuat.gov.tr/mevzuat?MevzuatNo=14354&MevzuatTertip=5&MevzuatTur=9 [accessed 22 September 2026].
Republic of Türkiye, Regulation on Active Cooperation for Detecting Cartels, effective 16 December 2023. Available at: https://www.rekabet.gov.tr/tr/Sayfa/Mevzuat/yonetmelikler [accessed 22 September 2026].
Republic of Türkiye, Regulation on Administrative Fines to Apply in Cases of Agreements, Concerted Practices and Decisions Restricting Competition and Abuse of a Dominant Position, Official Gazette no. 32765, 27 December 2024. Available at: https://www.rekabet.gov.tr/tr/Guncel/rekabeti-sinirlayici-anlasma-uyumlu-eyle-b7a82a039aeeef1193e30050568585c9 [accessed 22 September 2026].
Republic of Türkiye, Regulation on the Settlement Procedure Applicable in Investigations Concerning Agreements, Concerted Practices and Decisions Restricting Competition and Abuse of Dominant Position, Official Gazette no. 31542, 15 July 2021. Available at: https://www.rekabet.gov.tr/tr/Guncel/uzlasma-yonetmeligi-resmi-gazete-de-yayi-e0afe50e07e6eb118140005056b1ce21 [accessed 22 September 2026].
Guidelines and Institutional Materials
Turkish Competition Authority, ‘Merger and Acquisition Legislation Updated’, 11 February 2026. Available at: https://www.rekabet.gov.tr/tr/Guncel/birlesme-ve-devralma-mevzuati-guncellendi-f454d2c51e07f11193f50050568585c9 [accessed 22 September 2026].
Turkish Competition Authority, ‘Updated Merger and Acquisition Guidelines Published’, 4 May 2026. Available at: https://www.rekabet.gov.tr/tr/Guncel/guncellenen-birlesme-ve-devralma-kilavuz-e3c14a1f9847f11193f80050568585c9 [accessed 22 September 2026].
Turkish Competition Authority, Guideline on the Regulation on Fines, 2025. Available at: https://www.rekabet.gov.tr/Dosya/ceza-yonetmeligi-kilavuzu-20250219105421829.pdf [accessed 22 September 2026].
Turkish Competition Authority, Competition Newsletter, Issue 2 (revised active-cooperation regime). Available at: https://www.rekabet.gov.tr/Dosya/1-competition-newsletter_issue-2_tca.pdf [accessed 22 September 2026].
Board Decisions and Enforcement Announcements
Competition Board, Biletix decision, decision dated 2 March 2023 (English version). Available at: https://www.rekabet.gov.tr/Dosya/biletix-decision-02-03-23-20240325111859104.pdf [accessed 22 September 2026].
Turkish Competition Authority, announcement concerning the Can Group/Tekfen transaction, 26 June 2025. Available at: https://www.rekabet.gov.tr/tr/Guncel/can-grubu-ekonomik-butunlugu-tarafindan--d3e7d41eb652f01193e80050568585c9 [accessed 22 September 2026].
Turkish Competition Authority, announcement concerning Alphabet Inc., Google Ireland Limited, Google LLC and Google International LLC, 10 July 2025. Available at: https://www.rekabet.gov.tr/tr/Guncel/alphabet-inc-google-ireland-limited-goog-4146990a835df01193e80050568585c9 [accessed 22 September 2026].
Turkish Competition Authority, announcement concerning Media Markt Turkey Tic. Ltd. Şti., Board decision no. 26-11/343-130, 2 April 2026. Available at: https://www.rekabet.gov.tr/tr/Guncel/media-markt-turkey-tic-ltd-sti-hakkinda--923ecdfb2b3af11193f70050568585c9 [accessed 22 September 2026].
Footnotes
1 Law No. 4054 on the Protection of Competition, arts. 4, 6 and 7; Turkish Competition Authority (TCA), ‘Act No. 4054’.
2 Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board, as amended in 2026; TCA, ‘Merger and Acquisition Legislation Updated’, 11 February 2026.
3 TCA, ‘Merger and Acquisition Legislation Updated’, 11 February 2026. The amendment raised the general individual Turkish turnover threshold to TRY 1 billion, the aggregate Turkish turnover threshold to TRY 3 billion and the worldwide turnover threshold to TRY 9 billion.
4 Communiqué No. 2010/4, art. 4 (technology-undertaking definition), as amended; TCA, ‘Merger and Acquisition Legislation Updated’, 11 February 2026. The 2026 amendment limits the special rule to qualifying technology undertakings established in Türkiye and introduces a TRY 250 million individual Turkish turnover limb for those cases.
5 TCA, ‘Updated Merger and Acquisition Guidelines Published’, 4 May 2026. The updated guidance addresses transaction-party and control concepts, aggregation over three years, joint ventures, technology undertakings and the inclusion of Turkish sales in worldwide turnover.
6 Law No. 4054, arts. 7, 11 and 16; TCA, announcement concerning the Can Group/Tekfen transaction, 26 June 2025 (administrative fine of TRY 10,934,049.80 for implementing the transaction before authorization).
7 Competition Board, Biletix decision (Board decision dated 2 March 2023), English version, paras. 917–922. The decision notes that undertakings below 40% are generally less likely to be dominant, while emphasizing a fact-specific assessment rather than a legal safe harbor.
8 TCA, announcement concerning Alphabet Inc., Google Ireland Limited, Google LLC and Google International LLC, 10 July 2025 (dominance and discriminatory positioning in general search; total daily administrative fine reported as TRY 355,143,671.89).
9 Law No. 4054, art. 4. The prohibition covers agreements, concerted practices and decisions of associations of undertakings that have as their object or effect the prevention, distortion or restriction of competition.
10 TCA, announcement concerning Media Markt Turkey Tic. Ltd. Şti., Board decision dated 2 April 2026, no. 26-11/343-130 (TRY 330,322,816.48 administrative fine in connection with indirect information exchange and a hub-and-spoke cartel finding).
11 Regulation on Active Cooperation for Detecting Cartels, effective 16 December 2023; TCA, Competition Newsletter, Issue 2, discussion of the revised leniency regime.
12 Law No. 4054, art. 43; Regulation on the Settlement Procedure Applicable in Investigations Concerning Agreements, Concerted Practices and Decisions Restricting Competition and Abuse of Dominant Position, Official Gazette no. 31542, 15 July 2021.
13 Law No. 4054, art. 16; Regulation on Administrative Fines to Apply in Cases of Agreements, Concerted Practices and Decisions Restricting Competition and Abuse of a Dominant Position, Official Gazette no. 32765, 27 December 2024; TCA, Guideline on the Regulation on Fines, 2025.
14 TCA, Guideline on the Regulation on Fines, 2025. Under the duration method described there, the base amount increases by 20%, 40%, 60%, 80% or 100% for infringements lasting respectively one to under two, two to under three, three to under four, four to under five, or five years and longer.
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.
