Navigating The New Rules: Türkiye’s Updated Merger Control Guidelines

May 2026 – Following the February 2026 updates, the Turkish Competition Authority (“Authority”) has introduced pivotal changes to four merger control guidelines (“Guidelines”). While the amendments provide welcome clarity on transaction aggregation and joint venture coordination, the new methodology for technology undertaking turnovers represents a sharp departure from established practice.

1. The Major Shift: Sector-Specific Turnover for Technology Undertakings

The most impactful change introduces a granular approach to calculating turnover for technology undertakings. The Authority has moved from a general turnover approach to a surgical one for technology undertakings. Under Article 7(2), the TRY 250 million threshold is now assessed based only on turnover derived from specific fields: digital platforms, software/gaming, fintech, biotech, pharmacology, agrochemicals, and health tech shall be taken as the basis.

The Guidelines also provide definitional clarifications: In parallel with the updates to turnover calculations, the Guidelines provide critical clarity on how to identify the “transferred asset or business” when assessing the TRY 1 billion notification threshold under Article 7(1)(b) of the Communiqué, particularly in complex joint-venture (JV) scenarios:

• Acquiring Joint Control: When one or more undertakings acquire a target company to establish joint control, the target company itself is considered the transferred asset. If an existing JV’s control structure is modified, the asset/business over which joint control will be established post-transaction is taken as the basis.
• Greenfield JVs: If a new JV is established without an existing business transfer, there is no “transferred asset”. Consequently, the Guidleines explicitly confirm that the TRY 1 billion threshold under Article 7(1)(b) of the Communiqué cannot be triggered.
• Brownfield JVs: Conversely, if a parent contributes an existing subsidiary or business line to a newly formed JV, that specific contributed business is evaluated as the transferred asset for turnover calculation purposes.
• Global Turnover Calculation: Finally, the Guidelies explicitly reaffirm that sales in Türkiye must be included when calculating the worldwide turnover of the parties.

2. Transaction Aggregation: Closing the “Serial Acquisition” Gap

The Guidelines have tightened the application of Article 8(5) of the Communiqué, ensuring that piecemeal deals between the same parties are treated as a single concentration for turnover thresholds:

• The Three-Year Rule: Multiple transactions within three years between the same parties—or in the same product market by the same undertaking—are aggregated. This applies even if different subsidiaries are used, or if the transactions occur simultaneously.
• Simultaneous Transactions: The aggregation rule also applies to two or more transactions conducted simultaneously between the same persons or undertakings. Regardless of whether these simultaneous transactions are interdependent, they constitute a single concentration for turnover calculation purposes if they result in the same undertaking acquiring control.
• The Joint-Venture Inclusion and the “Distinct Undertaking” Exception: The updated Guidelines explicitly bring joint ventures (JVs) under the aggregation umbrella, provided they occur within the same relevant product market. However, a critical “break” in the chain occurs if a transaction involves a distinct undertaking—a party separate from the common buyers and sellers of the other deals. For instance, if a sole control acquisition is followed by a JV establishment, they will not be aggregated if the new JV partner was not the seller in the first transaction.
• When the “Clock” Starts: The three-year period is a retrospective window measured from the date the first notification is officially recorded in the Authority’s system. Even if prior transactions were below thresholds and not previously notified, they must all be reported as a single filing if their cumulative turnover (based on the financial year preceding each deal) exceeds the mandatory thresholds at the time of the latest transaction.
  
  

3. The “Spill-Over” Trap: Joint-Venture Coordination

The risk of coordination between parent companies (spill-over effects) has always been a factor under Articles 4 and 5 of Law No. 4054 on the Protection of Competition, and the notification form has historically included a specific section for this concern. However, the Authority has now codified its assessment criteria into the Horizontal and Non-Horizontal Guidelines. Key coordination risk factors are listed below:

• High Coordination Probability: Exists if two or more parents retain significant activities in the same market as the JV.
• Pre-Existing Links: If parents already have strong ties (minority shares, long-term supply/licensing/production deals), the JV may be viewed as a tool to strengthen existing coordination.
• Vertical Relationships: Risk arises if the JV is a key supplier to parents (where the parent adds little value to the sourced product) or a key customer of the parents.
• Neighbouring Markets: Coordination is likely if parents are active in a “neighbouring market” (sharing similar technology, customers, or competitors) that is economically more significant to them than the JV’s market.
• Unrelated Markets: If necessary, the Authority may even analyse coordination risks in markets unrelated to the JV’s activities if there are significant horizontal overlaps between parents.
• Safe Harbour: Coordination risks are generally dismissed if the parents transfer all activities in a specific sector to the JV and have no other overlaps, or if their remaining market presence is negligible.

4. Key Takeaway for Clients

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.