Why Merger Control Matters

Mergers and acquisitions can help businesses achieve scale, enter new markets, diversify activities and improve efficiency. At the same time, consolidation may weaken competitive pressure when it raises barriers to entry, restricts rivals or reduces the range of choices available to customers.

In Türkiye, merger control is administered by the Turkish Competition Authority. Its role is not to prevent companies from becoming large, but to assess whether a proposed transaction may significantly impede effective competition in a relevant market.

Legal Foundation

The Turkish merger-control regime is principally based on Law No. 4054 on the Protection of Competition. Three provisions are especially important for transaction planning.

Article 7

Article 7 addresses mergers and acquisitions that may significantly impede effective competition. Following legislative changes introduced in 2020, the Competition Board applies the Significant Impediment to Effective Competition test, bringing the Turkish assessment closer to the approach used under European Union merger control.

Article 10

Article 10 establishes the notification and review framework. Depending on its assessment, the Competition Board may clear a transaction, approve it subject to commitments or move the matter into a more detailed review.

Article 16

Article 16 provides the basis for administrative sanctions when parties complete a transaction that should have been notified before receiving clearance. This form of early implementation is commonly referred to as gun-jumping.

Notification Thresholds and the 2026 Reform

Communiqué No. 2026/2, which entered into force in February 2026, substantially increased the principal turnover figures used in the notification analysis. The reform was designed to recalibrate the system in light of currency depreciation and to reduce filings for transactions with a limited competitive impact.

• The aggregate Turkish-turnover figure referenced in the revised regime was increased to TRY 3 billion.
• The individual-party Turkish-turnover figure was increased to TRY 1 billion.
• The worldwide-turnover figure was increased to TRY 9 billion.
• A special TRY 250 million figure remains relevant for qualifying technology undertakings.

The technology-undertaking exception was also narrowed. The amended regime focuses on undertakings established in Türkiye, rather than the broader earlier formulation that could capture businesses merely operating in, conducting research and development in, or serving users in Türkiye.

Review Process and Possible Outcomes

Turkish merger review follows a two-stage structure. Transactions that do not raise material concerns may be cleared following the initial review. More complex cases can proceed to an in-depth assessment.

An outright prohibition is possible, but conditional clearance is often the more practical enforcement tool. Commitments may include divestitures, access obligations, structural safeguards or behavioural measures designed to address identified competition concerns.

Commitments should not be treated as symbolic. Once accepted, they form part of the clearance framework and may be actively monitored and enforced by the Competition Authority.

Gun-Jumping and Closing Risk

Where a transaction is notifiable, the parties must avoid implementing it before clearance. Under the Turkish regime, gun-jumping may result in an administrative fine calculated by reference to Turkish turnover.

The enforcement record demonstrates that a transaction may ultimately be cleared on substance while still attracting a separate penalty for late notification or premature closing.

Enforcement Activity

The Competition Authority’s published merger-and-acquisition figures show a notable increase in reviewed transactions over the three years leading to 2025.

Recent activity has been concentrated across sectors including information technology, food and beverages, energy, healthcare, construction and financial services. The higher filing thresholds introduced in 2026 may reduce the overall number of notifications while allowing the Authority to focus on transactions with a stronger competitive nexus.

Selected Cases and Enforcement Themes

Digital Markets and Behavioural Remedies

Competition enforcement involving major digital platforms also shows that behavioural obligations can carry continuing compliance risk. Failure to implement accepted remedies may result in periodic penalties and extended regulatory supervision.

Key Changes Introduced in 2026

Practical Considerations for Investors

Any transaction with a Turkish nexus should include a merger-control workstream at an early stage. The analysis should cover local and global turnover, group structure, the position of the target, technology-sector classification and the timing of signing and closing.

• Assess notification requirements before signing.
• Include regulatory clearance in transaction conditions.
• Avoid premature control, integration or implementation.
• Review information-sharing and clean-team arrangements.
• Prepare possible remedies before competition concerns escalate.
• Obtain specialist advice for technology and platform transactions.

Conclusion

Türkiye’s merger-control regime has become more closely aligned with international practice while continuing to respond to domestic market conditions. The adoption of the SIEC test, the technology-sector rules and the 2026 threshold reform all reflect a more targeted and analytically mature framework.

Although outright prohibitions remain uncommon, conditional clearances, remedy enforcement and gun-jumping penalties create material execution risk. For investors, early regulatory analysis is therefore an essential part of transaction planning rather than a post-signing formality.