Turkish Competition Board’s Decision: No-Poaching Agreements and Wage Information Exchange in the Pharmaceutical Sector

The pharmaceutical sector is widely regarded as one of the industries most susceptible to competition law concerns given its highly regulated nature, reliance on a highly specialised workforce, extensive sales representative networks, and the close interaction among market participants. In particular, the limited pool of specialised talent and the high degree of employee mobility have made the labour market-related competition law risks increasingly prominent in the sector.

Against this backdrop, the decision of the Turkish Competition Board (the “Board”) dated 11 September 2025 and numbered 25-34/810-474 (the “Decision”) is particularly noteworthy for its assessment of no-poaching arrangements and exchanges of wage and fringe benefit information. The Board examined allegations that several pharmaceutical companies had concluded no-poaching arrangements and exchanged competitively sensitive information. It concluded that 17 out of the 30 investigated undertakings had infringed Article 4 of Law No. 4054 and imposed administrative fines totalling approximately TRY 244.8 million. The Decision is significant in that it highlights the Board’s increasing focus on labour market conduct and employment-related restrictions under competition law.

1. No-poaching Arrangements

One of the central issues addressed in the Decision concerned restrictions on the hiring of employees from competing undertakings. In this regard, the Board reviewed a range of internal communications and documentary evidence indicating reluctance to recruit employees from competing undertakings. The evidence revealed that certain candidates had been designated as “off-limits”, “restricted”, “prohibited” or were otherwise covered by “gentlemen’s agreements” with the result that such candidates were excluded from candidate pools and systematically filtered out during recruitment processes.

The Board characterised no-poaching arrangements as restrictions relating to the allocation of labour inputs and concluded that such practices constitute restrictions by object. Accordingly, there was no need to demonstrate actual anti-competitive effects. The Board further emphasised that the continued occurrence of employee transfers or job offers does not automatically preclude the existence of a no-poaching agreement or concerted practice. Rather, the decisive consideration is whether the parties reached a common understanding aimed at restricting employee mobility.

2. Exchange of Competitively Sensitive Information Regarding Wages and Fringe Benefits

The investigation further established that HR managers of various undertakings exchanged employee-related information, including salary increase rates, interim wage adjustments and meal allowances, through e-mail correspondence and WhatsApp communications. According to the Board, forward-looking HR-related information may enable competitors to anticipate one another’s strategic conduct and, as such, may qualify as competitively sensitive information. In that context, the exchange among competitors of salary increase rates, interim wage adjustments and employee cost-related information, such as meal allowances, was found to be capable of influencing the independent decision-making processes of the undertakings concerned.

• For instance, the Board found that a document entitled xlsx, attached to an e-mail circulated by GSK’s HR department to representatives of Pfizer, Sanofi, Novartis, Merck, Amgen, Novo Nordisk and AstraZeneca, contained salary increase data for 2023, including both current and planned interim increases.

3. Assessment of Ancillary Restraints

A notable aspect of the Decision is that the Board did not treat employee non-solicitation provisions connected with a legitimate commercial relationship as inherently unlawful in all circumstances. Rather, it assessed such provisions under the ancillary restraints doctrine, with particular regard to whether they were objectively necessary for the implementation of the relevant co-operation, limited to the employees involved, and proportionate to the legitimate aims pursued by the parties.

In this context, the Board regarded certain employee non-solicitation provisions contained in licence, promotion, sales and distribution agreements, confidentiality agreements, and merger and acquisition processes as ancillary restraints, to the extent that they served to safeguard the underlying commercial relationship or transaction.

• For example, the Board examined a no-poaching clause included in a licensing, promotion, sales and distribution arrangement between Menarini and AstraZeneca group companies. It found that the clause protected legitimate interests arising from the licensing arrangement, applied only to employees involved in the co-operation and was limited in duration. On that basis, the Board concluded that the clause constituted an ancillary restraint.
• Similarly, the Board reviewed a no-poaching clause contained in a confidentiality agreement between Menarini Biotech and Merck Germany in the context of a potential acquisition. Although the arrangement involved non-Turkish group companies and did not produce direct, substantial or foreseeable effects on the Turkish labour market, the Board noted that the clause served to protect confidential information and know-how, was limited to specific employees and applied for 12 months. It therefore concluded that the provision could be regarded as an ancillary restraint.

By contrast, the Board did not accept arguments that general no-poaching understandings or “gentlemen’s agreements” could qualify as ancillary restraints where the restriction had not been shown to be objectively necessary for the implementation of a specific commercial relationship.

4. AbbVie’s Dominance Assessment

In addition to its assessment of labour market conduct, the Board also examined whether AbbVie had abused its dominant position through certain practices in the market for Hepatitis C treatments. The allegations related to attempts to obtain strategically significant information on competing products, practices liable to influence physicians’ prescribing preferences, conduct relating to reimbursement mechanisms, and data collection practices aimed at monitoring competitors.

Although the Board found that AbbVie held a dominant position in the market for J05D Hepatitis C Antivirals during the period from 2018 to 2024, it concluded that the evidentiary record was insufficient to establish exclusionary conduct or distortion of the competitive process. Accordingly, the Board found no infringement of Article 6 of Law No. 4054.

5. Calculation of Administrative Fines

The Decision is also significant for the Board’s approach to calculating administrative fines. In this respect, the Board considered both the former Fining Regulation dated 15 February 2009 and the new Fining Regulation, which entered into force on 27 December 2024, and applied the more favourable regime for each undertaking individually. As a result, different fining regimes were applied to different undertakings, thereby confirming that the new regulation does not necessarily result in lower fines in every case.

• For example, Adeka was assessed under the former Fining Regulation, which the Board found to be more favourable with regard to the duration of the infringement and the applicable increase rates.

The Board also relied on concrete evidence when determining the duration of infringements. It did not automatically include periods where the evidence was fragmented or interrupted but instead based its assessment on the documentary record in the file. This reflects a preference for determining the duration of an infringement by reference to concrete evidence rather than presumptions.

The Decision further contains an alternative line of reasoning concerning the methodology for the calculation of fines. Referring to the case law of the Council of State, the alternative reasoning provides that the fine base should be determined by reference to net sales and that a methodology based on the proportion of labour costs within turnover is not fully consistent with the applicable legislative framework and established judicial practice.

6. Conclusion

The Decision reflects the Board’s increasing focus on labour market conduct as a distinct area of competition law enforcement. In sectors characterised by significant employee mobility, it is becoming increasingly important for undertakings to treat recruitment practices, employee transfers, wage and benefit-related information, as well as interactions between HR teams and competitors as an integral component of their competition law compliance programmes. In this regard, the Decision once again underscores that human resources practices can no longer be regarded as a peripheral compliance issue, but as a core area of competition law risk requiring active monitoring and oversight.