Turkish Merger Control for Foreign M&A: Filing, Timing, Gun-Jumping and Remedies

1. Triage control before thresholds and signing

Turkish merger control is concerned with concentrations that create a lasting change of control. That makes the first question functional: will the transaction give one or more persons the possibility of exercising decisive influence over an undertaking? A percentage on the cap table is relevant evidence, but it is not the legal test. The share purchase agreement, shareholders’ agreement, articles, reserved-matters schedule, financing terms and any side arrangements form part of the assessment of whether a filing analysis is required.

An initial analysis addresses four questions: what changes control, whether Türkiye has the required turnover nexus, whether the live thresholds are met and which acts must wait for clearance. This sequence reflects that merger control is not merely a post-signing formality. It also identifies whether a joint venture, serial acquisition or interim operating covenant requires separate analysis.

2. Identify the concentration and the transaction perimeter

A merger between previously independent undertakings is a concentration where it produces that lasting change. An acquisition can also concern all or part of a business and can be achieved through shares, assets, contract or another legal or factual means. Direct and indirect control both count. The analysis therefore reaches structures that do not resemble a conventional purchase of a majority shareholding, including asset packages, long-term contractual arrangements and acquisitions made through an intermediate holding chain.

A full-function joint venture is treated as an acquisition when it performs, on a lasting basis, all the functions of an autonomous economic entity. Each parent is treated as an acquirer. The same project can also require a separate assessment under Articles 4 and 5 if its formation may coordinate the parents’ competitive conduct.

3. Analyse sole control, joint control and serial steps

Control is the possibility of decisive influence, whether based on rights, contracts or other means. It need not already have been exercised. Strategic vetoes over the business plan, budget, senior management or other decisions that determine commercial policy can support a finding of joint control. By contrast, ordinary rights designed only to protect a minority investment do not necessarily confer control. The content, reach and commercial context of each right matter more than its label.

A minority investment without control is outside the concentration definition, although Article 4 and other competition rules may still apply to the parties’ conduct. Similarly, a genuine internal reorganisation that leaves the ultimate control structure unchanged falls outside Article 7 merger review. Those conclusions should be documented rather than assumed, particularly where a group reorganisation introduces new co-investors, changes veto arrangements or alters the practical distribution of influence.

Conditional steps and closely linked or serial securities transactions may be treated as one transaction. Qualifying acquisitions between the same parties, or by the same undertaking in the same relevant product market, can also be aggregated over the period specified in the current Communiqué. The control memorandum should therefore cover the complete planned sequence and relevant earlier transactions rather than one completion step in isolation.

4. Apply the current thresholds and technology rule

Once a lasting change of control has been identified, the next exercise is to apply the notification thresholds in the current consolidated Communiqué. There are two ordinary threshold limbs and a modified rule for specified technology undertakings. One ordinary limb combines the parties’ aggregate Turkish turnover with individual Turkish-turnover requirements. The alternative combines Turkish turnover on the transferred side, or of a merger party, with worldwide turnover of another transaction party. The technology rule modifies the relevant transferred-party component for covered activities established in Türkiye.

This article does not reproduce the monetary figures as a fixed checklist. The amounts were amended in 2026 and can be changed again. A current analysis therefore depends on the official consolidated Communiqué and the Competition Authority’s notice in force on the relevant date, together with a record of the version used. The same qualification applies to the definition of a technology undertaking, which currently covers listed fields including digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and health technologies or related assets.

A business description such as “tech company” does not settle the special rule. The undertaking’s actual activities and assets, and whether the relevant undertaking is established in Türkiye, must be tested against the current text. A threshold stated in an old client note or the Authority’s historical statistics is not a substitute for the current rule. A properly documented threshold memorandum identifies the official provision, retrieval date, transaction fact to which it is applied and the date of any later recheck.

5. Calculate group and transaction turnover

The turnover perimeter is wider than the direct signing entity. The current rules include the connected persons and economic units described in Article 8 of the Communiqué. A group chart used for corporate due diligence may therefore need to be recast for merger-control purposes. For an asset or business transfer that does not involve a whole legal entity, only turnover attributable to the transferred part is counted on the seller or target side. Turnover of jointly controlled economic units is allocated according to the specific rule, and intra-group sales within the calculation perimeter are excluded.

The normal base is net sales from the financial year preceding notification, or the closest financial year where that cannot be calculated. Foreign-currency figures are converted using the average Central Bank buying rate for the financial year in which the turnover arose. Banks, leasing and factoring businesses, finance and savings-finance companies, securities and portfolio managers, insurers, reinsurers and pension businesses are subject to special formulas. These rules make audited consolidated revenue a starting point, not always the final figure.

Geography requires equal care. Foreign sales are excluded from Turkish turnover, while sales into Türkiye remain part of worldwide turnover. Worldwide turnover is not the global figure minus Türkiye. The sales data should be separated by the official allocation method instead of being inferred from the incorporation place of the seller, target, customer or invoicing entity. The completed calculation should show the source ledger, eliminations, exchange-rate method, group perimeter and any special-sector formula.

6. Test foreign-to-foreign transactions for Turkish nexus

A deal completed entirely outside Türkiye can still require Turkish clearance. The decisive questions are whether the transaction creates a qualifying change of control and whether the Turkish notification thresholds are exceeded. The absence of a Turkish-incorporated target, local closing or Turkish-law transaction document is not a safe harbour. Turkish sales, local customers, activities or a covered technology undertaking may produce the necessary jurisdictional connection through the turnover rules.

This is an established feature of enforcement rather than a theoretical extension. The Competition Authority’s 2025 outlook records a substantial number of reviewed transactions involving targets established abroad and explains that foreign-to-foreign transactions were notified when the thresholds then in force were exceeded. Those historical numbers help demonstrate practice, but they do not supply today’s filing thresholds or predict how quickly a new file will be decided.

For a global acquisition, the Turkish analysis commonly proceeds alongside the EU, UK, US and other national analyses. A jurisdiction matrix may be combined with a separate Turkish control and turnover memorandum. The matrix can identify whether the local conclusion depends on customer-location data, a technology classification, the treatment of an asset perimeter, the aggregation of earlier acquisitions or a joint-control right. “No local subsidiary” and “no overlap in Türkiye” are not substitutes for that analysis; lack of overlap may simplify substantive review but does not itself remove a threshold-based filing duty.

The Turkish filing also sits alongside other legal workstreams. Competition clearance does not replace a sector regulator’s consent, securities-law compliance, foreign-investment review, contractual third-party consent or another closing condition. A transaction timetable may therefore identify each regime, information dependencies and sequencing. The scope here is limited to merger-control jurisdiction, filing, standstill, substantive review, remedies and court review; general acquisition due diligence and dawn-raid procedure are separate subjects.

7. Prepare the notification and evidence record

The statutory form is easier to complete when the factual record has already been organised. The file should map the transaction documents, ownership and control chain before and after closing, group structure, turnover calculations, products and services, relevant geographic areas, horizontal and vertical relationships, internal decision materials and any competition concerns. Where the parties expect remedies may be needed, the evidence required to assess and implement them should be assembled early rather than after a timetable crisis.

Responsibility for filing can be allocated flexibly. The notification may be made jointly, by any party or through an authorised representative. A party filing alone must inform the other relevant party. The filing must use the current form and may be delivered through the routes in the consolidated Communiqué, including e-Government. Corporate authorities, powers of attorney, confidentiality claims and the mechanism for obtaining verified group information should be settled before submission.

Information and documents must be complete and accurate. A material change before the Board’s decision must be reported without delay. Incorrect or misleading information can trigger an administrative fine, but the practical consequence can be wider: an incomplete, inaccurate, misleading or outdated answer can move the legally relevant notification date to the date on which the file is completed or corrected. That affects the review clock and may disrupt a planned closing.

Version control should be transaction-wide. Financial data, market-share estimates, board papers, synergy analyses and closing steps often change while the form is being drafted. Maintain a request list with owner, source, period, currency, verification status and form reference. Record which statements depend on estimates. Ensure that local and global filings explain the same core facts, while allowing for legal differences between regimes. Material inconsistencies should be resolved rather than hidden in different drafting teams.

The Authority announces notified transactions on its website, identifying the relevant undertakings and their activity areas. The communication plan should account for that disclosure. Confidentiality designations should be reasoned and targeted; they do not convert the filing itself into a private process. If another public body must be consulted under applicable law, the merger-review periods begin on the day after that body’s opinion enters the Board’s records, so the timetable must reflect that additional dependency.

8. Understand preliminary and final review timing

The Competition Act provides a fifteen-day preliminary review period from notification, while a transaction may become legally valid if the Board neither responds nor acts within thirty days. Those provisions cannot be read in isolation from the rules on when a notification is deemed made. A request to complete, correct or update the form may reset the relevant starting point. The parties should therefore track the Authority’s record date, every information request, each response and any material update rather than counting only from the first upload.

The Authority’s published average for a past year is a portfolio statistic, not a deadline or a forecast. A straightforward file can proceed differently from a transaction involving difficult market definition, third-party concerns, extensive data or remedies. Long-stop dates and financing documents should leave room for completeness questions and the possibility of a final examination. Contract drafting should not represent an average as a promised clearance date.

If the Board opens a final examination, it tells the parties that the transaction is suspended and cannot be implemented until the final decision. The investigation provisions applied in that phase allow an initial six-month period and one extension of up to six months where necessary, to the extent compatible with merger review. This is a materially different timetable from the preliminary phase and should be addressed in long-stop, cooperation, termination and risk-allocation clauses.

During review, the Board can request information from the parties and third parties such as customers, competitors and suppliers. It may conduct on-site inspections where necessary. The response team should preserve source data, identify the person who can explain each dataset, apply a consistent privilege and confidentiality process, and make prompt corrections if an answer becomes inaccurate. An aggressive response deadline does not justify an unsupported estimate presented as fact.

9. Control interim covenants, information and gun-jumping

A notifiable concentration cannot become legally valid before express or deemed clearance. For merger-control purposes, implementation occurs when control changes, which may not be the day the agreement is signed. The legal team should therefore review the whole path between signing and formal closing, including covenants, consents, governance rights, financing, integration planning, customer communications, employee steps and access to competitively sensitive information.

Pre-closing covenants may protect the value of the business, but they should not transfer decisive influence. The seller must continue to operate independently within the agreed framework. Buyer consent rights should be limited and proportionate to protecting the transaction, with appropriate thresholds and emergency rules. Rights over pricing, customers, suppliers, strategic investment, budgets or senior personnel require particular care because they may allow the buyer to determine commercial policy before clearance.

The parties should also remain competitively distinct. Clean teams, restricted data rooms, aggregation, redaction and purpose limits can permit necessary due diligence and integration planning without exposing operating teams to unnecessary sensitive information. Pre-closing information exchange or coordination that restricts competition may create separate Article 4 exposure even if it does not itself transfer control. Merger-control standstill and the prohibition on anticompetitive coordination must therefore be assessed together.

There is a narrow rule for control obtained through serial purchases of securities on a stock exchange. It depends on notification without delay and non-exercise of the voting rights attached to the securities, unless the Board grants an exception to preserve the investment’s full value. It should not be treated as a general warehouse, tender-offer or early-closing exemption. The precise acquisition mechanics and voting arrangements require transaction-specific analysis.

The Authority’s 2025 Can Group/Tekfen notice illustrates the practical risk. Conduct treated as de facto control before clearance led to a fine, a finding that the acquisition was not legally valid and interim restraints while the substantive review continued. The lesson is operational: signing documents and corporate-law formalities do not insulate earlier conduct if the facts show that decisive influence has already passed.

10. Build the horizontal and non-horizontal case from evidence

The Board examines whether the transaction would significantly impede effective competition in all or part of Türkiye, particularly through creating or strengthening a dominant position. The analysis can address market structure, actual and potential competition in Türkiye or abroad, the parties’ positions and financial power, alternatives available to suppliers and customers, access to supply, entry barriers, demand and supply trends, consumer interests and efficiencies that benefit consumers.

Horizontal cases may involve unilateral effects, coordinated effects, concentration, entry, buyer power, efficiencies and the counterfactual. A vertical or conglomerate transaction may involve input foreclosure, customer foreclosure, portfolio or conglomerate effects, coordination and efficiencies. Market shares and concentration measures are screening evidence; no single percentage decides the case. The commercial theory must explain incentives, ability and likely effects using reliable documents and data.

Internal records matter because they can reveal how the parties understand rivalry, customer alternatives, entry and the transaction’s commercial purpose. The filing team should identify responsive board materials, strategy papers, valuation cases and synergy work without rewriting them after the event. Where language is ambiguous or a model has limits, explain the context and assumptions. A disciplined record is more useful than an optimistic narrative unsupported by the parties’ own documents.

The analysis should connect Türkiye to the global transaction. Define which products, customers and supply relationships reach the Turkish market; test whether international capacity constrains local conduct; and identify regulatory or logistical barriers. For transactions with no horizontal overlap, examine vertical links and complementary portfolios before concluding that the case is simple. For a joint venture, add the separate question of whether the parents’ conduct may be coordinated.

11. Assess ancillary restraints and design workable remedies

Clearance covers restrictions that are directly related and necessary to implement the concentration. A non-compete, non-solicit, supply arrangement, licence or transitional service provision is not protected merely because it appears in the transaction documents. Its subject matter, duration, territory, persons bound and relationship to the transferred goodwill, know-how or operating capability must be assessed against the current ancillary-restraints guidance.

Draft the transaction agreement so a wider restriction can be severed or adjusted without destabilising the acquisition. Record why each restraint is necessary to transfer the viable business or preserve value during transition. If a provision exceeds what is directly related and necessary, it requires its own competition-law assessment and may fall outside the authorization. The parties remain responsible for that assessment even where the filing describes the restriction.

Ancillary review should be coordinated with standstill. A transition agreement that appears reasonable after closing may confer operational influence if activated early. Licences, supply commitments, secondments, data access and integration services should therefore state their effective time and include clearance-dependent controls. The goal is a transaction that can be prepared, reviewed and implemented without blurring the line between protecting value and exercising control.

Design commitments that can work in practice

Parties may offer commitments to eliminate Article 7 concerns during preliminary or final review. A commitment must remove the identified concern completely, not simply make it smaller. If commitments are submitted in preliminary review, the notification date is reset to the Authority’s receipt of the commitment text. The process should be reflected in the timetable and in the agreement’s cooperation and risk-allocation clauses.

Structural remedies, including divestiture, are generally preferred where they restore a durable competitive structure. The divestment business must be viable and capable of competing effectively. Its perimeter may require assets, staff, intellectual property, licences, customers, supply arrangements and transitional support. A remedy that exists on paper but cannot operate independently is unlikely to answer the competitive harm.

Behavioural measures are assessed case by case and more cautiously because monitoring and circumvention can be difficult. They must be at least as effective as the available structural solution. The Board can attach conditions and obligations to clearance, and a divestiture may require a suitable purchaser, Board approval of that purchaser and the sale agreement, interim preservation of the business and an independent monitoring or divestiture trustee.

The 2026 A101/CarrefourSA notice provides a current illustration of conditional clearance based on a package combining structural and behavioural commitments. It should be read as an example tied to its facts, not a menu that guarantees acceptance in another market. A credible remedy proposal identifies the concern, explains how the measure removes it, supplies an executable timetable and allocates responsibility, reporting, verification and failure consequences.

Clearance is not always the last compliance event. The Board may re-examine a decision based on incorrect or misleading information or where conditions and obligations are not fulfilled. The closing checklist should therefore hand remedy duties to named business owners, preserve required records and provide a reporting calendar. The transaction agreement should address who bears divestiture, hold-separate, trustee and compliance costs and what happens if an approved purchaser is not found.

12. Allocate sanctions, closing risk and post-clearance duties

Closing a notifiable acquisition before clearance triggers the statutory procedural fine calculated as one per mille of the relevant annual gross revenue, subject to the official annual minimum. The minimum is revalued each year and should be taken from the official communiqué for the decision year; it is not reproduced here as a reusable number. In a merger, the procedural fine is imposed on each merging party. In an acquisition, it is imposed on the acquirer.

Later clearance does not erase the failure to notify. If the unnotified transaction is ultimately cleared, the Board still applies the procedural fine. If it infringes Article 7, the consequences are wider: the Board may impose fines and order termination, unwinding, return or transfer of assets or shares, restrictions on the acquirer’s participation in management and other measures required to restore the position. Risk allocation should address both the monetary sanction and the possibility that the implemented structure must be changed.

13. Prepare judicial review from the served decision

Competition Board sanction decisions may be challenged before the competent administrative court, and actions against Board decisions are treated as priority matters. Filing an action does not automatically suspend the decision or collection of an administrative fine. A stay requires both clear unlawfulness and harm that would be difficult or impossible to repair. The claim, evidence and interim-relief request should therefore be prepared as distinct parts of the case.

Unless a special period applies, the general administrative-court period is sixty days and ordinarily begins on the day after written notification. No personal deadline should be calculated from this guide. The reasoned decision, written-service record, party status and applicable procedural route must be checked for the actual matter. Closing documents should also preserve cooperation, access to records and control of litigation between buyer and seller after completion.

14. Transaction checklist, FAQs and official sources

Use the checklist as an evidence index rather than a yes/no form. Each conclusion should identify its owner, supporting document, source-law version and last review date.

• Map direct, indirect, sole and joint control before and after closing; test vetoes, contractual influence and practical control.
• Identify linked steps, earlier acquisitions, full-function joint ventures and any separate coordination issue.
• Retrieve the current Communiqué; record the live ordinary and technology thresholds without recycling figures from an older memo.
• Build the Article 8 group perimeter, isolate transferred-business turnover, eliminate intra-group sales and document joint-control allocation.
• Separate Turkish and worldwide sales, apply the correct financial year and exchange rate, and use any special-sector formula.
• Run the Turkish test for foreign-to-foreign deals even where there is no Turkish target company or local closing.
• Align transaction documents, ownership charts, powers, market data, internal papers, overlaps and form responses.
• Create one change log for financial data, agreements, market facts and material developments before decision.
• Put information requests, potential final review and remedy work into the long-stop and financing timetable.
• Restrict pre-closing governance, information exchange and integration; use clean-team protocols where needed.
• Assess every non-compete and transitional restriction for direct relationship, necessity, scope and activation time.
• If concerns arise, develop a viable remedy perimeter, purchaser criteria, preservation plan, trustee structure and implementation calendar.
• Make clearance and any sector approvals express closing conditions, with clear risk allocation and cooperation duties.
• Preserve service records and reasoned decisions; calculate court dates only from the actual procedural file.

The checklist should end with a closing certificate from the responsible teams: no control has passed, restricted information remains protected, every required clearance or consent is in hand, remedy conditions capable of pre-closing performance have been satisfied and post-closing obligations have named owners. This does not convert a complex filing into a mechanical exercise; it gives the transaction committee a record of why closing is lawful on the chosen date.

Frequently asked questions

Official sources

• Act No. 4054 on the Protection of Competition — current consolidated text
• Communiqué No. 2010/4 — current consolidated text
• 2026 Guidelines on Transactions Deemed Mergers or Acquisitions and the Concept of Control
• 2026 Guidelines on Undertakings Concerned, Turnover and Ancillary Restraints
• 2026 Guidelines on the Assessment of Horizontal Mergers and Acquisitions
• 2026 Guidelines on the Assessment of Non-Horizontal Mergers and Acquisitions
• Guidelines on Remedies Acceptable in Merger and Acquisition Transactions
• Administrative Procedure Act No. 2577 — current consolidated text
• Competition Authority notice on the 2026 merger-control legislation update
• Competition Authority notice on the 2026 guideline updates
• Competition Authority Merger and Acquisition Outlook Report 2025
• Competition Authority notice on Can Group and Tekfen pre-clearance conduct
• Competition Authority notice on conditional clearance of A101 and CarrefourSA
• Competition Authority note on suspensory effects and gun-jumping

The legal and source review date is 28 September 2026. The consolidated legislation and Authority guidance should be checked again before any filing, closing, publication or reliance on a monetary amount.