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Türkiye Newsletter No.28 | 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 the recent announcements and publications by the Competition Authority (the “Authority“) as well as the decisions issued by the Competition Board (the “Board“) during March 2026.
ANNOUNCEMENTS
Recently Initiated Investigations
- Soft Confectionery Market: The Board has launched an investigation into Haribo Şekerleme San. ve Tic. Ltd. Şti. to determine whether the undertaking violated Articles 4 and 6 of the Law through its practices in the soft confectionery market. The investigation follows allegations that Haribo abused its dominant position by implementing practices leading to de facto exclusivity, excluding competitors through certain commercial behaviours and intervening in the resale prices applied at sales points. Following a preliminary investigation initiated in January 2026, the Board assessed the findings, evidence and observations in its meeting dated 5 March 2026 and concluded that the allegations were serious and sufficient. Accordingly, the Board decided to initiate a full investigation (26-08/238-M). Haribo operates in Türkiye in the soft confectionery sector under the “Haribo” brand.
- Cement Sector: The Board has decided to initiate a comprehensive sector inquiry into the cement industry, in order to assess its structure and functioning from a competition law and economics perspective. The decision is based on the strategic importance of the cement sector as a key input for infrastructure and construction, as well as Türkiye’s strong position in global cement production. The Board noted that the sector exhibits characteristics such as a high level of concentration and product homogeneity, which may make it prone to competition concerns. The inquiry aims to conduct a comprehensive analysis of market structure and firm behaviour based on firm- and customer-level data, taking a broader and longer-term perspective compared to previous case-specific investigations. The Board will also assess regional competitive dynamics and identify potential structural issues specific to the sector. Following its meeting of 25 December 2025, the Board decided to initiate the sector inquiry (25-49/1219-M), with the aim of contributing to future policy development and ensuring the preservation of a competitive market structure.
- Independent Audit and Financial Advisory Services: The Board has launched an investigation into undertakings active in independent audit and financial advisory services, as well as certain professional associations, to determine whether they have violated Article 4 of Law No 4054. The investigation follows allegations that the undertakings engaged in anti-competitive practices in both output and labour markets, including price fixing and customer allocation in service markets, as well as no-poaching agreements and wage fixing in labour markets. The case also concerns the exchange of competitively sensitive information and potential anti-competitive decisions taken by professional associations. Following its preliminary assessment, the Board found the allegations serious and sufficient, so decided to initiate a full investigation in its meeting dated 29 January 2026 (26-03/91-M). The investigation covers a significant number of undertakings, including major international audit and advisory networks, as well as relevant professional bodies operating in Türkiye.
SUMMARY OF KEY DECISIONS
Yemek Sepeti Decision[1]
The Board examined whether Yemek Sepeti Elektronik İletişim Perakende Gıda AŞ complied with the commitments previously accepted and made binding under the Board’s earlier decision, particularly in relation to narrow MFN (most-favoured-customer) obligations and related contractual practices.
The review was triggered by allegations that the undertaking had reintroduced MFN-like restrictions through a contractual provision requiring restaurants to offer the same payment methods on the platform as in their own channels. The Board assessed whether this provision could fall within the scope of the previously prohibited narrow MFN practices.
In its assessment, the Board emphasised that MFN obligations may extend beyond pricing and also cover other commercial conditions, such as payment methods, promotions and service conditions. However, the evidence showed that the relevant contractual clause was reintroduced due to a technical standardisation of agreements rather than a deliberate competitive strategy.
Furthermore, on-site inspections and interviews with a large number of restaurants confirmed that the clause was not enforced in practice, and that restaurants were not subject to any pressure or restriction regarding payment methods.
In light of the absence of implementation and competitive effects, the Board concluded that the undertaking had not breached its commitments. Accordingly, no administrative fine was imposed and the allegations were dismissed.
Prolas Decision[2]
The Board concluded its investigation concerning Prolas Otom. Nak. Hırdavat San. ve Tic. Ltd. Şti. to determine whether the undertaking violated Article 4 of Law No 4054 through anti-competitive information exchange with its competitors in the tyre distribution market.
The investigation focused on exchanges of competitively sensitive information among competing dealers, including pricing, discount rates and timing of price increases. The case file included evidence obtained from WhatsApp groups where competitors shared such information and coordinated their market behaviour.
The Board assessed that these exchanges reduced uncertainty in the market and enabled undertakings to align their commercial strategies, thereby restricting competition within the meaning of Article 4 of the Law.
During the investigation, Prolas submitted a settlement application, explicitly accepting the existence and scope of the infringement. Taking this into account, the Board imposed an administrative fine with a 25% reduction under the settlement procedure and terminated the investigation with respect to Prolas.
Spotify Decision[3]
The Board assessed the conduct of Spotify (Spotify Dijital Yayıncılık Hizmetleri AŞ, Spotify Yönetim Destek Hizmetleri AŞ and Spotify AB) in the context of an on-site inspection carried out as part of a preliminary investigation concerning potential competition law infringements in the online music streaming services market.
The inspection focused on allegations relating to discriminatory practices between artists and content providers, as well as potential anti-competitive strategies affecting competitors and royalty distribution. During the on-site inspection, the Authority sought access to certain employees, documents and email accounts relevant to Spotify’s activities in Türkiye.
However, the Board found that Spotify failed to provide access to key personnel and refused to allow the inspection of certain email accounts, despite repeated requests throughout the day. While the undertaking argued that the requested individuals were not relevant, or that the requested information could be obtained from public sources, the Board considered that such conduct prevented the effective exercise of its inspection powers.
In light of these findings, the Board concluded that the on-site inspection had been obstructed. Accordingly, it imposed an administrative fine corresponding to 0.5% of Spotify’s annual turnover and additionally applied a daily fine (0.05% of turnover) until compliance is ensured.
Acquisition of shares in Tekfen Holding by Can Group[4]
The Board examined the acquisition of shares in Tekfen Holding by Can Kültür (part of the Can Group), which increased its shareholding to approximately 42%, to determine whether the transaction falls within the scope of Article 7 of Law No 4054 and results in a change of control.
In its assessment, the Board focused on Tekfen’s dispersed shareholding structure and the presence of shifting alliances among shareholders. While noting that shareholding exceeding 40% may, under certain circumstances, confer sole control, the Board emphasised that control cannot be established solely on the basis of shareholding levels and requires a case-by-case assessment of de facto control.
The Board also assessed whether the transaction had been implemented prior to obtaining clearance and concluded that the acquisition had been carried out without the required approval. Accordingly, it imposed an administrative fine on the Can Group under Article 16 of the Law for gun-jumping.
The Board therefore determined that the transaction is subject to clearance and imposed a monetary fine due to its prior implementation without approval.
Acquisition of Dockers brand rights by Authentic Brands Group and transfer of operational assets to Karma Mağazacılık[5]
The Board authorised the acquisition of Dockers brand-related rights in Türkiye by Authentic Brands Group (“ABG”) and the transfer of operational assets relating to the sale of Dockers products to Karma Mağazacılık. It found that the transaction constitutes a notifiable concentration under Article 7 of Law No 4054, as it results in a permanent change of control and exceeds the turnover thresholds.
The Board assessed the transaction as a two-step structure involving (i) the licensing of trademark rights to ABG and (ii) the transfer of operational assets to Karma. It found that the licensing of intellectual property rights qualifies as a concentration since it enables the transfer of a revenue-generating business.
In its competitive assessment, the Board identified limited horizontal overlaps in both apparel brand licensing and ready-to-wear retail markets. Given the parties’ low market shares and the competitive and fragmented nature of the market, it was found that the transaction would not raise competition concerns. Accordingly, the Board authorised the transaction unconditionally.
Acquisition of joint control over Air Mark and Cargo Capacity Management by MR Invest[6]
The Board authorised the acquisition of joint control over Air Mark and Cargo Capacity Management by MR Invest together with the existing shareholders. The transaction was considered a notifiable concentration under Article 7 of Law No 4054, as it leads to a change in the control structure and exceeds the relevant turnover thresholds.
In its assessment, the Board determined that the transaction constitutes a single concentration and results in the establishment of joint control on a lasting basis, given the existence of veto rights over strategic decisions. It also concluded that the undertakings qualify as full-function joint ventures.
The Board identified a horizontal overlap in air cargo GSSA and charter services. However, in light of the parties’ limited market shares, the presence of strong competitors (including airlines selling capacity directly), and the fragmented market structure, the Board concluded that the transaction would not raise competition concerns. The Board therefore authorised the transaction.
Acquisition of KFC restaurant assets by SFC Restoran İşletmeciliği[7]
The Board authorised the acquisition by SFC Restoran İşletmeciliği of certain assets (including equipment, fixtures and digital assets) used in 33 KFC-branded restaurants previously operated by İş Gıda. The transaction was considered a notifiable concentration under Article 7 of Law No 4054, as the transferred assets constitute a business unit capable of generating turnover and the applicable turnover thresholds are exceeded.
In its assessment, the Board noted that although the transaction concerns asset transfer (rather than a full business transfer), the assets form an integrated economic unit with attributable market turnover. Accordingly, the transaction was qualified as a concentration within the meaning of the Communiqué No. 2010/4 on Mergers and Acquisitions Requiring Approval from the Competition Authority.
The Board identified a horizontal overlap in the fast-food restaurant market, where the target assets (KFC restaurants) and the acquirer’s shareholders’ other portfolio companies (including HD İskender, Pidem and Makarnam) are active. However, considering the low market shares of the parties, the absence of KFC’s activity in 2025, and the highly fragmented and competitive nature of the market with numerous local and international players, the Board concluded that the transaction would not raise competition concerns. The Board therefore authorised the transaction.