The Turkish Competition Authority Updates its Mergers and Acquisitions Guidelines Following Communiqué No 2026/2
On 4 May 2026, the Turkish Competition Authority (the “Authority”) published updated versions of its main merger control guidelines, including (i) Guidelines on Cases Considered as Mergers and Acquisitions and the Concept of Control and (ii) Guidelines on Undertakings Concerned, Turnover and Ancillary Restraints (together the « New Guidelines »). These updates complete the reform initiated with Communiqué No 2026/2 Amending the Communiqué on Mergers and Acquisitions Requiring Approval from the Competition Board (the “Communiqué »), which entered into force on 11 February 2026. The new texts largely implement the legislative changes introduced by the Communiqué and provide additional guidance on complex deal structures, technology undertakings and joint ventures.
1. Three-year period rule and its extension to joint ventures
The first set of changes concerns the concept of a merger or acquisition and how the three-year aggregation rule under Article 8(5) of Communiqué No 2010/4 is applied in practice. The Guidelines now confirm that successive transactions between the same individuals or parties, or by the same undertaking in the same relevant product market, within a three-year period are to be treated as a single transaction for turnover calculation purposes, even where one of these transactions is the creation of a joint venture. In other words, the Authority will aggregate a series of individual sub-threshold acquisitions or contributions, including joint venture formations and subsequent add on acquisitions, where they relate to the same parties or market and fall within the relevant three-year window. This guidance is particularly relevant in light of the increased notification thresholds introduced by the Communiqué: while many one-off transactions may now fall outside the scope of mandatory notification, structures involving staged acquisitions, buy and build strategies or sequenced transfers will be more closely scrutinised to ensure that materially significant concentrations do not escape review.
2. Undertakings concerned and transaction parties: consolidation of the economic unit approach
The second group of amendments is reflected in the Guidelines on Undertakings Concerned, Turnover and Ancillary Restraints, which have been aligned with the revised definitions and turnover thresholds set out in the Communiqué. The New Guidelines provide detailed explanations, supported by examples, on how to identify the “transaction parties” and the “undertakings concerned” in various scenarios such as full acquisitions, partial acquisitions, changes from sole to joint control, and joint venture formations and restructurings. They confirm that, on the acquirer’s side, the relevant transaction party is the entire economic unit to which the acquiring undertaking belongs, whereas, on the target side, it is the undertaking being acquired, together with any entities it controls. The updated text also formalises the Board’s practice in joint control situations, by clarifying, for example, when the joint venture vehicle itself is an undertaking concerned and when only the parent companies are taken into account. These clarifications directly support the broader objective of the Communiqué to ensure that the economic strength behind a transaction is fully reflected in the turnover analysis.
3. Turnover calculation for technology undertakings
A further development with practical importance concerns the regime applicable to technology undertakings, which was significantly adjusted by the Communiqué. The New Guidelines expressly provide that, when assessing whether the special TRY 250 million Turkish turnover threshold is met for such undertakings, only revenues generated from clearly defined technology related activities are to be considered. These activities notably include digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies. In addition, the technology undertaking regime is now confined to undertakings established in Türkiye. This represents a shift from the previous, broader approach, under which the entire turnover of an undertaking characterised as a technology undertaking could be considered, irrespective of the precise origin of that turnover. As a result, multi activity groups with a technology component will need to carry out a more detailed assessment of their business lines, but may face a narrower application of the special threshold, while solely innovation driven transactions involving Turkish technology undertakings remain firmly within the Authority’s field of vision.
4. Technical clarifications on worldwide turnover and the three-year period
The New Guidelines also provide several technical clarifications that are closely linked to the higher thresholds and the three-year rule introduced by the Communiqué. They reiterate that worldwide turnover includes turnover generated in Türkiye, confirm that intragroup sales are excluded from turnover calculations, and specify that the three-year period under Article 8(5) is calculated with reference to the date on which the notification is first recorded in the Authority’s system. Taken together, these clarifications are designed to enhance legal certainty around the revised jurisdictional thresholds and to ensure a coherent application of the new legislative framework.
5. Updated horizontal and non-horizontal assessments guidelines
At the same time, the Authority has amended its Guidelines on the Assessment of Horizontal Mergers and Acquisitions and Guidelines on the Assessment of Non-Horizontal Mergers and Acquisitions to reflect the changes made by the Communiqué to Article 13 of Communiqué No 2010/4, which now incorporates an explicit test for assessing coordination risks in full function joint ventures. Under the revised regime, the Authority must examine whether a joint venture is likely not only to produce structural effects in the joint venture’s own market, but also to facilitate coordination between the parent undertakings, thereby eliminating or significantly reducing competition between them in respect of a substantial part of the relevant products or services. These updated Guidelines provide a structured framework for this analysis, identifying scenarios in which coordination risks are more likely, for example where parent companies maintain operations in the joint venture’s market or in closely related upstream, downstream or neighbouring markets, or where the joint venture becomes a key supplier or customer for its parents, as well as circumstances in which such risks are less pronounced, for instance where the parents fully transfer their activities to the joint venture and exit the market.
In this way, the Authority has further aligned its approach with that of the European Commission, and parties contemplating full function joint ventures in Türkiye should expect a more detailed review of potential coordination effects at the parent level.
CONCLUSION
Overall, the combination of the Communiqué and the New Guidelines recast the scope of Turkish merger control. On the one hand, higher thresholds will ease the notification burden for many traditional transactions. On the other hand, the enhanced focus on multi-step structures, technology undertaking transactions and joint venture coordination means that complex and innovation-focused deals will continue to attract close attention from the Authority. In this evolving environment, it will be increasingly important for transaction parties to (i) maintain detailed records of their prior acquisitions and contributions over the preceding three years, (ii) conduct an activity-based assessment of technology-related turnover, and (iii) anticipate the Authority’s coordination analysis in joint venture cases, ideally by benchmarking structures and information exchange frameworks against established EU practice.
