Türkiye Newsletter No.24 | Competition market overview

This competition law newsletter provides an overview of the latest developments in relation to the Turkish competition market and the implementation of Law No 4054 on the Protection of Competition (the “Law“) in light of recent announcements and publications by the Competition Authority (the “Authority“) and as well as decisions issued by the Competition Board (the “Board“) in October 2025.

ANNOUNCEMENTS

Recently Initiated Investigations

Ready-Mixed Concrete

• The Board has initiated an investigation against Bilal Ensar İnş. Mad. Enerji Nak. San. ve Tic. Ltd. Şti., Maruf Oysal-Uğur Beton, Tarlak Yapı İnş. Mad. San. AŞ and Tekyol Beton San. Tic. Ltd. Şti. to determine whether they have violated Article 4 of the Law through practices involving the joint determination of ready-mixed concrete prices, the coordination of supply, the determination of employee salaries, the implementation of no-poaching agreements, and other forms of concerted conduct in the Siirt market.

Completed Investigations

Here is a summary of concluded investigations that resulted in administrative fines, specifying the nature of the violation and the administrative fines imposed:

SUMMARY OF KEY DECISIONS

TLHF SA and Tetra Pak Ltd. Decision^[1]

The Board initiated an investigation against Tetra Laval Holding & Finance SA and Tetra Pak Paketleme Sanayi ve Ticaret Ltd. Şti. to assess whether the undertakings violated Article 4 of the Law through various exclusionary practices in the aseptic liquid food carton packaging and filling machine markets.

During the investigation, the Board evaluated allegations that the undertakings tied aseptic liquid food carton packaging to Tetra Pak filling machines, used their trademark rights – including registered three-dimensional trademarks – in a manner that restricted competitors’ market access, and implemented additional exclusionary strategies capable of hindering rival packaging suppliers.

Based on its assessment, obtained during on-site inspections – including internal communications indicating efforts to leverage trademark rights to prevent alternative suppliers from accessing customers – as well as evidence showing that competitors’ entry into the market was significantly obstructed, the Board determined that the undertakings held a dominant position in the relevant markets and abused this position through conduct that hindered competition, concluding that the undertakings engaged in anti-competitive practices constituting an infringement under Article 4 of the Law.

Opet Petrolcülük A.Ş. Decision^[2]

The Board concluded its investigation into Opet Petrolcülük AŞ (“OPET”) concerning allegations that its vertical agreements and related contractual practices with Çiğli Petrol Mad. İnş. Nak. Gıda San. ve Tic. Ltd. Şti. violated Article 4 of the Law.

In its assessment, the Board examined whether OPET’s long-term non-compete and exclusivity provisions – arising from dealership, lease and related agreements – exceeded the five-year limit prescribed under Communiqué No 2002/2, and whether the structure of these interlinked agreements allowed OPET to benefit from block exemption or individual exemption. Reviewing the contractual timeline, including successive renewals and the alignment of lease rights with dealership agreements, the Board concluded that the parties’ vertical relationship fell outside the scope of the block exemption during several periods and did not meet the conditions for individual exemption.

Based on this assessment, the Board concluded that OPET’s practices constituted an infringement of Article 4 of the Law. OPET applied for a settlement during the investigation. Based on OPET’s acceptance of the nature, scope and duration of the infringement, the Board decided to finalise the case through a settlement and imposed an administrative fine.

Krea İçerik Hizmetleri ve Prodüksiyon A.Ş. Decision^[3]

The Board re-evaluated its 2022 decision concerning Krea İçerik Hizmetleri ve Prodüksiyon A.Ş. (“Krea”) following the annulment judgment of the Ankara 2nd Administrative Court, and assessed whether Krea’s territorial restrictions imposed on its commercial resellers during the 2018–2019 and 2019–2020 seasons violated Article 4 of the Law.

The case concerned Krea’s prohibition of active and passive sales outside the exclusively allocated regions of its 48 and 42 resellers for the respective seasons, which had previously been found restrictive of competition. In light of the court’s annulment decision, the Board reconsidered the evidence, including contractual terms, the structure of Digiturk’s commercial package distribution system, and internal documents obtained through on-site inspections, to determine whether the earlier finding of infringement should be upheld under the legal standards required by the judgment.

In its reassessment, the Board found that the contractual arrangements and their practical implementation continued to restrict passive sales, limiting resellers’ ability to serve commercial subscribers outside their allocated regions. However, due to the legal constraints imposed by the annulment judgment—specifically the prohibition on imposing a more severe outcome on the undertaking (the “reformatio in peius” principle)—the Board evaluated Krea’s conduct strictly within the boundaries set by the court decision. After examining the duration, scope and competitive effects of the restrictions, and considering the economic structure of Digiturk’s commercial broadcasting rights market, the Board maintained that the territorial restrictions constituted a violation of Article 4 of the Law. The Board therefore adopted a new decision consistent with the administrative court’s ruling while ensuring compliance with procedural safeguards applicable to re-evaluation decisions.

Acquisition of  SIFI S.p.A. by Faes Farma S.A. ^[4]

The Board authorised the acquisition of sole control of SIFI S.p.A by Faes Farma S.A.

In its assessment, the Board found no horizontal or vertical overlaps between the parties’ activities in Türkiye. Given this lack of overlap and considering that the transaction would not create or strengthen a dominant position or significantly lessen competition in any relevant market. In this regard, the Board took into account the competitive structure of the market and the presence of strong competitors in both segments.

Acquisition of Tofaş Türk Otomobil Fabrikası AŞ Decision^[5]

The Board authorised the acquisition of sole control over Tofaş Türk Otomobil Fabrikası A.Ş. by Stellantis N.V. through the transfer of Koç Holding A.Ş.’s shares to the Stellantis group.

Although the parties are active in related markets, the Board found that their combined market shares and the competitive structure of Türkiye’s automotive sector, which includes strong local and international competitors, did not give rise to horizontal or vertical concerns that would significantly restrict effective competition.

In its assessment, the Board also considered the potential competitive effects arising from Stellantis’ expanded global portfolio and distribution network and evaluated whether the transaction could lead to coordination, foreclosure, or the strengthening of a dominant position in any relevant market. The Board observed that the merged structure would continue to face competitive pressure from numerous established players and that the transaction would not materially alter the dynamics of vehicle manufacturing, distribution, spare parts supply, or after-sales services in Türkiye.

Türkiye Bankalar Birliği Decision^[6]

The Board assessed the framework agreements prepared under the coordination of the Banks Association of Turkey (“TBB” in Turkish) – namely the Derivative Instruments Master Agreement, the Derivative Transactions Collateral Agreement, the Securities Collateral Agreement with Transfer of Title, and the accompanying guidance document.

In its assessment, the Board examined whether the recommended use of these standardised contracts by member banks in over-the-counter (“OTC”) derivatives transactions could restrict competition by harmonising key contractual terms. The Board found that the documents only standardise general legal and risk-management clauses, while competitive parameters – such as price, interest rates, collateral amounts, collateral types and commercial terms – remain fully negotiable between the parties. The Board also emphasised that the recommendation is non-binding, that participation in the drafting process involved a broad group of TBB member banks, and that access to the documents will be open and non-discriminatory.

Considering that the standardised framework aims to reduce legal uncertainty, increase operational efficiency and provide consistency with internationally recognised International Swaps and Derivatives Association (“ISDA”) documentation, and that it does not create any anti-competitive purpose or effect, the Board concluded that the recommendation would not restrict competition within the meaning of Article 4 of the Law.

Samsung Electronics İstanbul Pazarlama ve Tic. Ltd. Şti. Decision^[7]

The Board assessed whether Samsung Electronics İstanbul Pazarlama ve Tic. Ltd. Şti. (“Samsung”) hindered or obstructed the on-site inspection conducted on 4 March 2025 within the preliminary investigation initiated by the Board’s decision dated 27 February 2025.

During the investigation, it was identified that several Samsung employees left multiple Knox Teams business groups – such as “Bolge-Chain Grubu,” “Paradigma GTM,” and “King of Sales” – after the inspection had commenced at 10:11. Because leaving a group results in the automatic deletion of group content from the user’s device, the timing of these exits raised concerns regarding the potential deletion of digital evidence. Samsung argued that employees routinely leave chat groups once tasks are completed, that the exits occurred before employees were aware of the inspection, and that all messages were accessible through other participants’ devices, meaning no data was actually  lost.

In its assessment, the Board reviewed the chronology of events, device examinations, and digital forensics findings, including message logs recorded from remaining group participants. Although the exits occurred after the inspection began, the Board confirmed that the full content of the chat groups remained accessible on other devices and that none of the deleted messages contained evidence relevant to the investigation. Given this, and considering that the deletion was automatic and tied to the group exit function rather than an intentional act of data destruction, the Board concluded that Samsung’s conduct did not amount to hindering or obstructing the on-site inspection under Article 16(1)(d). Accordingly, the Board decided – by majority vote – that no administrative fine should be imposed on Samsung.

Novonesis A/S and its Affiliates Decision^[8]

A. Daily Administrative Fine – Interim Measure Non-Compliance

The Board decided to maintain the daily administrative fine imposed on Novonesis on 28 March 2024 for non-compliance with the interim measure. The investigation concerns whether loyalty-increasing discounts and bundle sales practices for fungal alpha-amylase products violate Article 6 of the Law.

Novonesis’s 2025 contracts and customer communications were deemed insufficient to demonstrate full compliance with the measure, as certain offers contained expressions inconsistent with the interim requirements. Consequently, the Board upheld the daily fine for the period 1 January 2025 to 1 May 2025.

One member expressed a dissenting opinion, arguing that the submitted documents sufficiently demonstrated compliance and that there was no basis to continue the fine.

B. Notification Irregularities

In a separate decision, the Board examined the adequacy of the notifications served to Novonesis regarding the investigation. It concluded that certain notifications did not fully comply with procedural requirements, highlighting the need for precise and timely communication in enforcement proceedings. One Board member dissented, asserting that the notifications were sufficient and that procedural irregularities were not substantial enough to affect the investigation.

GLOBAL ANTI-TRUST LAW UPDATES

European Commission Fines Gucci, Chloé and Loewe Over €157 Million for Anti-Competitive Pricing Practices

The European Commission fined Gucci, Chloé and Loewe for engaging in resale price maintenance (“RPM”), which restricted independent retailers from setting their own online and offline prices for almost all products, including apparel, leather goods, shoes, and accessories, across the European Economic Area (“EEA”). These practices also limited discounts and sales periods, reducing competition and increasing prices for consumers.

The infringements lasted for different periods: Gucci from April 2015 to April 2023, Chloé from December 2019 to April 2023, and Loewe from December 2015 to April 2023. Despite acting independently, the overlapping duration and shared retailers meant the Commission treated the infringements as a continuous violation of Article 101 TFEU and Article 53 of the EEA Agreement.

The total fines exceeded €157 million, reduced for cooperation: Gucci received €119,674,000 (50% reduction), Chloé €19,690,000 (15% reduction), and Loewe €18,009,000 (50% reduction). Gucci and Loewe provided early, high-value evidence, and all three companies acknowledged their violations, which allowed the Commission to conclude the cases under the antitrust cooperation procedure.

The decision highlights that RPM practices are prohibited in both online and offline sales, ensuring fair competition and consumer protection. Affected retailers can seek damages through national courts, independent of the Commission fines.

EU Commission Clears the Boeing–Spirit Deal After Major Divestment Commitments

The European Commission has cleared Boeing’s proposed acquisition of Spirit AeroSystems, following an in-depth review of potential competition issues in the aerostructures market. The Commission was concerned that the merger could allow Boeing to restrict or worsen the supply of critical aircraft components to Airbus, and potentially gain access to sensitive commercial information.

To mitigate these risks, Boeing agreed to divest all Spirit businesses currently supplying Airbus, as well as Spirit’s Malaysian site, to Airbus and Composites Technology Research Malaysia (“CTRM”). These commitments are intended to secure Airbus’ supply chain and introduce a new competitive player in the market.

With these structural remedies, the Commission concluded that the transaction would no longer harm competition. The approval is conditional on Boeing fully implementing the commitments, which will be overseen by an independent trustee to ensure effective compliance.

[1] Decision of the Board dated 01.08.2024 and numbered  24-32/758-319.
[2] Decision of the Board dated 26.06.2025 and numbered 25-23/549-356.
[3] Decision of the Board dated 27.02.2025 and numbered 25-08/193-96.
[4] Decision of the Board dated 26.06.2025 and numbered 25-23/576-366.
[5] Decision of the Board dated 18.04.2025 and numbered 25-15/359-172.
[6] Decision of the Board dated 22.08.2024 and numbered 24-34/839-358.
[7] Decision of the Board dated 10.04.2025 and numbered 25-14/330-157.
[8] Decision of the Board dated 12.06.2025 and numbered 25-22/535-351.