Turkey: M&A/Private Equity

The Communiqué Amending the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (“Communiqué No. 2010/4”) (Communiqué No. 2026/2, “New Communiqué”) was published in the Official Gazette dated 11 February 2026 and entered into force.

What makes these decisions particularly noteworthy is the investigative sequence that underlies them. The on-site inspection was conducted in the context of the same merger control file in which Provision's acquisition had been notified, and followed complaints received during the review process.

Article 356 of the Turkish Commercial Code (“TCC”) introduces specific restrictions on certain acquisition and lease transactions carried out by joint stock companies within the first two years following their incorporation. The primary purpose of this provision is to safeguard the company’s share capital, which constitutes a fundamental guarantee for creditors

In venture capital and private equity transactions, drag-along and tag-along rights are standard deal terms. In Turkish-law transactions, however, the real issue is usually not whether these clauses can be drafted.

Girişim sermayesi ve özel sermaye (private equity) işlemlerinde drag-along (birlikte satışa zorlama) ve tag-along (birlikte satma hakkı) hükümleri, sözleşmelerin standart unsurları arasında yer alır.

Ulaştırma ve Altyapı Bakanlığı tarafından yayımlanan “Kıyı Tesislerine Yeşil Liman Sertifikası Düzenlenmesi Hakkında Yönetmelikte Değişiklik Yapılmasına Dair Yönetmelik” (“Değişik Yönetmelik”), 24 Mart 2026 tarihli ve 33203 sayılı Resmî Gazete’de yayımlanarak yürürlüğe girmiştir.

In a typical sprint, jumping the gun means moving before the starter's signal, an eager but costly mistake that can get even the best runner disqualified.

In Türkiye, the exhilaration of an M&A deal can tempt parties into progressing prematurely, sometimes before securing the necessary regulatory approvals.

As the previous formulation was interpreted expansively to include undertakings that provided services to Turkish users, the new criterion appears to represent a deliberate choice which allows interpretations that narrows the scope. Whether digital platforms without a Turkish corporate entity but systematically targeting Turkish consumers can be considered "established" remains to be clarified through guidelines and Board decisions. Similarly, whether a formal incorporation would be required, or more