Updates Across Four Turkish Merger Control Guidelines: Scope and Implications

2. Amendments to the Guidelines on Cases Considered as a Merger or an Acquisition and the Concept of Control

The amendment to the Guidelines on Cases Considered as a Merger or an Acquisition and the Concept of Control clarifies that the provision under Article 8(5) of Communiqué No. 2010/4, whereby two or more transactions carried out between the same persons or parties, or in the same relevant product market, within a three-year period are to be treated as a single concentration, also applies to transactions involving the formation of a joint venture.

In the previous version of the guidelines, the rule in question was explained using the phrase “undertakings belonging to the same relevant groups”; the updated text replaces this phrase with “undertakings belonging to the same transaction parties,” in alignment with the terminology introduced by Communiqué No. 2026/2.

3. Amendments to the Guidelines on Undertakings Concerned, Turnover, and Ancillary Restraints in Mergers and Acquisitions

The most substantially revised guideline in this update is the Guidelines on Undertakings Concerned, Turnover, and Ancillary Restraints in Mergers and Acquisitions, which was amended in five distinct respects.

The first amendment concerns the definition of “transaction party.” In the previous guidelines, “transaction party” was defined briefly and in general terms. Communiqué No. 2026/2 clarified the definition of “transaction party” in Communiqué No. 2010/4. Under the updated framework:

Undertaking concerned is defined as:

• in mergers: the merging undertakings;
• in acquisitions: the acquiring party and the persons or economic units being acquired;

Transaction party is defined as:

• in mergers: the merging undertakings;
• in acquisitions: the single economic units in which the acquiring undertakings concerned are embedded; and, for the acquired undertaking concerned: itself and the economic units it controls.

This update introduces, specifically with respect to the “acquired undertaking concerned,” the additional phrase “itself and the economic units it controls,” thereby transposing the definitional clarification made in Communiqué No. 2010/4 into the guidelines. Additional explanations and examples have also been added to illustrate how the single economic unit of each party acquiring joint control is to be determined.

In addition, the amendment reflects the updated notification thresholds in the guidelines. Communiqué No. 2026/2 raised the notification thresholds approximately four years after the previous amendment. Under the new regime, a transaction will be subject to authorization by the Turkish Competition Board (the “Board”) where:

• the aggregate turnover of the transaction parties in Türkiye exceeds TRY 3 billion and the individual turnover in Türkiye of at least two of the parties each exceeds TRY 1 billion; or
• in acquisitions, the turnover in Türkiye attributable to the assets or activities being acquired, or, in mergers, the turnover in Türkiye of at least one of the transaction parties exceeds TRY 1 billion, and the worldwide turnover of at least one of the other transaction parties exceeds TRY 9 billion.

Also, the amendment expressly provides that Turkish sales are to be included in the calculation of worldwide turnover. The previous guidelines stated that foreign sales are not taken into account in the calculation of turnover in Türkiye, but contained no corresponding provision regarding the treatment of Turkish sales in the calculation of worldwide turnover.

Moreover, the amendment establishes the criteria to be applied in calculating the turnover in Türkiye for transactions involving technology undertakings. Communiqué No. 2026/2 had previously narrowed the geographic scope of the technology undertaking exception, providing that the exception would apply only to technology undertakings established in Türkiye. In addition, whereas no turnover threshold had previously applied to transactions involving technology undertakings active in the Turkish market prior to Communiqué No. 2026/2, the amendments introduced a turnover threshold of TRY 250 million for such undertakings. Accordingly, the technology undertaking exception had been both geographically narrowed and made subject to a turnover threshold.

The update to the Guidelines on Undertakings Concerned, Turnover, and Ancillary Restraints in Mergers and Acquisitions clarifies that, for transactions involving the acquisition of technology undertakings, only the relevant sectors of activity shall be taken into account in calculating the turnover in Türkiye for purposes of assessing whether the TRY 250 million threshold is met: the relevant turnover shall be derived from the activities of such undertakings in the fields of digital platforms, software and game software, financial technologies, biotechnology, pharmacology, agrochemicals, and health technologies. In other words, where a technology undertaking is active in multiple fields, the turnover calculation shall cover only the aforementioned relevant activities, not the totality of the undertaking’s activities.

Furthermore, the amendment clarifies when the three-year period prescribed by Article 8(5) of Communiqué No. 2010/4 begins to run. This provision stipulates that two or more transactions carried out between the same persons or parties, or in the same relevant product market, within three years are treated as a single concentration. The previous guidelines did not expressly answer this question. The updated guidelines establish the starting point of the period as the date on which the notification first enters the records of the Board.

4. Amendments to the Horizontal and Non-Horizontal Guidelines: Cooperative Effects in Joint Ventures

The 2026 update introduced parallel additions to both the Guidelines on the Assessment of Horizontal Mergers and Acquisitions and the Guidelines on the Assessment of Non-Horizontal Mergers and Acquisitions. A standalone section entitled “Assessment of Cooperative Effects Between Parent Undertakings Arising from a Joint Venture” (Section 8) was added to the Horizontal Merger Guidelines; a section bearing the title “Assessment of Cooperative Effects Between Parent Undertakings Arising from a Joint Venture” (Section 5) was likewise inserted into the Non-Horizontal Merger Guidelines. Both provisions are the direct result of incorporating into the guidelines the criteria established by Communiqué No. 2026/2 for the assessment of joint ventures.

Under the new provisions, when assessing transactions involving the formation of a full-function joint venture, the Board will, in addition to its concentration analysis, separately examine whether a risk of coordination between the parent undertakings arises within the scope of Article 4 of Law No. 4054 on the Protection of Competition. This provision essentially codifies a trend that has long been established in the Board’s practice. Accordingly, the Board’s assessment is conducted by reference to the likelihood of coordination between parent undertakings across competition parameters such as price, output, product quality, product variety, and innovation. The guidelines identify, through concrete scenarios, the circumstances in which this risk is considered particularly elevated: where two or more parent undertakings have significant activity in the market in which the joint venture operates, the probability of coordination is deemed high; conversely, where the parent undertakings are not active in that market, or have transferred all of their activities in that market to the joint venture, it may be concluded that no risk of coordination exists. Furthermore, where the parent undertakings are active in markets upstream or downstream of the joint venture and the joint venture is their principal supplier or principal customer, this constitutes an additional factor triggering the coordination risk. Beyond these scenarios, where two or more parent undertakings have significant activity in a closely related adjacent market and that adjacent market is of material economic importance to the parent undertakings, this circumstance is also to be taken into account in assessing the risk of coordination.

The previous versions of the guidelines contained no specific dedicated sections systematically addressing such coordination risks. The new provisions remedy this gap, enhancing the predictability of the analytical framework, in particular for the review of joint ventures formed by parent undertakings active in adjacent markets.

Conclusion

The guideline update of May 4, 2026 completes, at the implementation level, the merger control regime restructured by the amendments introduced through Communiqué No. 2026/2. Considered as a whole, the amendments made across the four guidelines serve two principal functions: transposing the definitional and numerical changes made in the Communiqué into the guideline texts, and resolving issues that had remained open to debate in practice.
Notable among these amendments are the treatment of Turkish sales in worldwide turnover calculations, the starting point of the three-year period, and the parameters for assessing coordination risk in joint venture transactions. These clarifications are expected to provide undertakings with concrete guidance in determining the scope of notification obligations and in structuring joint venture arrangements.

[1] Attorney Gülce Korkmaz is the external competition law consultant of Baş | Kaymaz Law Firm. After completing her master’s degree at Bilkent University, she is currently pursuing her doctoral studies in the field of competition law at the Faculty of Law of Lüneburg Leuphana University (Germany) as a PhD researcher with the scholarship of the Joachim Herz Foundation.

As Baş | Kaymaz Law Firm, we provide comprehensive competition law, advice and representation services to both national and multinational companies with our specialized and experienced lawyers.

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