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Analyses & décryptages
Newsletter No.22 | 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”) and as well as the decisions issued by the Competition Board (the “Board”) in July and August 2025.
ANNOUNCEMENTS
Recently Initiated Investigations
- Agriculture and Organic Food:
- The Board has launched an investigation into companies operating in the agricultural chemical market to determine whether there has been a violation of Article 4 of the Law in connection with non-solicitation agreements and the exchange of information affecting competition.
- The Board has initiated an investigation against Ayca Süt Ürünleri A.Ş. to determine whether there has been a violation of Article 4 of the Law through resale price maintenance practices, imposing regional and customer restrictions on its dealers, and introducing indefinite non-compete obligations.
- Media & Technology:
- The Board has initiated an investigation against Spotify Dijital Yayıncılık Hizmetleri A.Ş., Spotify Yönetim Destek Hizmetleri A.Ş. and Spotify AB to determine whether there has been a violation of Law No 4054 through practices that hinder the activities of competitors in the online music streaming market, affect the distribution of royalties paid to various counterparties under licensing relationships, and/or discriminate against artists and content creators on the platform, particularly in terms of visibility.
- The Board has initiated an investigation against Google to determine whether there has been a violation of Article 6 of the Law through practices of forcing app developers distributing their apps via Play Store to use Google Play Billing (GPB) and preventing them from informing users about alternative payment channels.
- Medicine: The Board has launched an investigation against Avixa İlaç Sanayi ve Ticaret A.Ş. and Avigem İlaç Sanayi ve Ticaret Ltd. Şti. to determine whether there has been a violation of Article 6 of the Law through practices in the market for dual active ingredient nasal sprays such as preventing the entry of competitors, refraining from placing one of the two nasal sprays distributed under a co-marketing agreement on the market thereby causing public harm, and potentially engaging in exploitative and/or exclusionary practices amounting to an abuse of its dominant position.
- Banking & Electronic Payment: The Board has initiated an investigation against Mastercard Incorporated, Visa Inc. and their controlled undertakings to determine whether there has been a violation of Article 4 and/or Article 6 of Law No 4054 through practices in the market for global card payment systems such as restricting the use of the payment/POS infrastructure provided by banks operating under Banking Law No 5411 to other payment service providers at points of sale located abroad, thereby hindering the activities of international payment solution providers.
Other Industries
- The Board has initiated an investigation against Cosmox Kozmetik San. ve Tic. Ltd. Şti. and the economic entity consisting of Vitaceel Kozmetik Gıda İth. İhr. San. ve Tic. A.Ş., The Ceel Kozmetik İç ve Dış Ticaret A.Ş. and Ceel Kozmetik ve Gıda A.Ş., to determine whether there has been a violation of Article 4 of Law No 4054 through resale price maintenance practices.
- The Board has initiated an investigation against Unilever Sanayi ve Ticaret Türk A.Ş., İlke Gıda Tüketim Pazarlama Ticaret Sanayi Kollektif Şirketi Mehmet Şahin ve Ortakları, and Başak Pazarlama Temizlik ve Gıda Ürünleri Tic. Ltd. Şti., to determine whether there has been a violation of Article 4 of Law No 4054 through resale price maintenance practices.
- The Board has launched an investigation against Hemel Boya Kimya ve Sanayi A.Ş., to determine whether there has been a violation of Article 4 of Law No 4054 through resale price maintenance practices and/or restrictions on online sales in the market for wood protection, care, and paint products.
- The Board has initiated an investigation against Akçansa Çimento Sanayi ve Ticaret A.Ş. (AKÇANSA) and Kavçim Çimento Sanayi ve Ticaret A.Ş. (KAVÇİM), to determine whether there has been a violation of Article 4 of Law No 4054 through practices of imposing regional/customer restrictions and resale price maintenance (in the case of AKÇANSA), and resale price maintenance as well as participation in a cartel by its dealers (in the case of KAVÇİM).
Completed Investigations
Below is a summary of concluded investigations that resulted in administrative fines, specifying the nature of violation and the administrative fines imposed:
| No | Name of the Undertaking | Violation Type | Administrative Fine (TRY) |
| 1. | Google Ireland Limited | Abuse of Dominant Position | 355,143,671.89 |
| 2. | Google LLC | ||
| 3. | Google International LLC | ||
| 4. | Google Reklamcılık ve Pazarlama Ltd. Şti. | ||
| 5. | Opet Petrolcülük A.Ş. | Vertical Restraints | 131,308,900.95 |
SUMMARY OF KEY DECISIONS
Maçkolik İnternet Hizmetleri A.Ş. Decision[1]
The Board initiated an investigation against Volta Motor Sanayi ve Ticaret A.Ş. based on allegations of a violation of Articles 4 and 6 of the Law, namely by imposing customer restrictions and abusing its dominant position.
During the investigation, it was found that Mackolik İnternet Hizmetleri Ticaret A.Ş. engaged in discriminatory practices in the online display advertising and referral services market, thereby abusing its dominant position in violation of Article 6 of the Law and by imposing customer restrictions on its buyers within the scope of advertising and service sales agreements in violation of Article 4.
Based on its assessment, the Board decided to impose an administrative fine on Mackolik İnternet Hizmetleri Ticaret A.Ş. for violating Articles 4 and 6 of the Law.
Zeplin Yazılım Sistemleri ve Bilgi Teknolojileri A.Ş. Decision[2]
The Board initiated an investigation into businesses that enter into gentlemen’s agreements in the labour market based on allegations of a violation of Article 4 of the Law.
During the investigation, it was found that Arvato Lojistik Dış Ticaret ve E-Ticaret Hizmetleri A.Ş., Bilge Adam Yazılım ve Teknoloji A.Ş., Binovist Bilişim Danışmanlık A.Ş., Çiçeksepeti İnternet Hizmetleri A.Ş., D-Market Elektronik Hizmetler ve Ticaret A.Ş., Flo Mağazacılık ve Pazarlama A.Ş., Koçsistem Bilgi ve İletişim Hizmetleri A.Ş., LC Waikiki Mağazacılık Hizmetleri Ticaret A.Ş., Sosyo Plus Bilgi Bilişim Teknolojileri Danışmanlık Hizmetleri Ticaret A.Ş., TAB Gıda Sanayi ve Ticaret A.Ş., Türk Telekomünikasyon A.Ş., Veripark Yazılım A.Ş., Vivense Teknoloji Hizmetleri ve Ticaret A.Ş., Vodafone Telekomünikasyon A.Ş., Zeplin Yazılım Sistemleri ve Bilgi Teknolojileri A.Ş., and Zomato İnternet Hizmetleri Ticaret A.Ş. were parties to anti-competitive agreements, thereby violating Article 4 of the Law, and that such practices could not benefit from individual exemption under Article 5 of the Law. Accordingly, the Board decided to impose an administrative fine on these undertakings pursuant to Article 16(3) of the Law and the relevant provisions of the Regulation on Administrative Fines to be Imposed in Cases of Agreements, Concerted Practices and Decisions Limiting Competition, and Abuses of a Dominant Position (the “Regulation”).
In accordance with the Regulation, basic administrative fines for undertakings that violate Articles 4 and 6 of Law No 4054 are calculated based on their gross annual revenues from the financial year preceding the final decision. Gross revenues are defined as the net sales in the Uniform Accounting Plan, or if this cannot be calculated, as the revenue closest to net sales as determined by the Board. Within this framework, the Board exercises its discretion in calculating basic administrative fines.
Birlik Hazır Beton ve Yapı A.Ş. Decision[3]
Birlik Hazır Beton ve Yapı A.Ş. submitted a request under Article 11 of Administrative Jurisdiction Procedure Law No 2577 for the annulment, withdrawal, amendment, or replacement of the settlement final decision adopted by the Board.
Following its assessment, the Board determined that there were no grounds under Article 11 of Administrative Jurisdiction Procedure Law No 2577 to annul, withdraw, amend, or replace its settlement final decision, and accordingly found the request to reopen commitment discussions inadmissible.
Coship Denizcilik San. ve Tic. Ltd. Şti. and Nevzat Aydın Denizcilik Ticaret Ltd. Şti Decision[4]
The Board initiated an investigation against Coship Denizcilik San. ve Tic. Ltd. Şti. and Nevzat Aydın Denizcilik Ticaret Limited Şirketi based on allegations of a violation of Article 4 of the Law.
During the investigation, it was assessed whether the undertakings engaged in anti-competitive practices in the provision of human resources services.
Based on its assessment, the Board concluded that Coship and Nevzat Denizcilik did not violate Article 4 of the Law and therefore no administrative fine would be imposed under Article 16. However, the Board decided to issue an opinion reminding the undertakings to exercise due care to avoid participating in any agreements or engaging with any concerted practices that may constitute a violation under the Law.
Decision to Make Gentlemen’s Agreements in the Labor Market[5]
The Board initiated an investigation against 4S Bilgi Teknolojileri A.Ş., Akgün Yazılım Pazarlama ve Tic. Ltd. Şti., Amdocs Yazılım Hizmetleri A.Ş., Comodo Yazılım San. ve Tic. A.Ş., Egem Bilgi İletişim Tic. A.Ş., Ericsson Telekomünikasyon A.Ş., Etiya Bilgi Teknolojileri Yazılım San. ve Tic. A.Ş., Fonet Bilgi Teknolojileri A.Ş., Innova Bilişim Çözümleri A.Ş., Inspirit Bilgi Teknolojileri Yazılım Danışmanlık Tic. Ltd. Şti., i2i Bilişim Danışmanlık Teknoloji Hiz. ve Paz. Tic. A.Ş., Kale Yazılım San. ve Tic. A.Ş., Kalitte Profesyonel Bilgi Teknolojileri Basım ve Yayıncılık Ltd. Şti., Netaş Telekomünikasyon A.Ş., Netrd Bilgi Teknolojileri ve Telekomünikasyon A.Ş., Pia Bilişim Hizmetleri A.Ş., Turkcell İletişim Hizmetleri A.Ş., and Vitelco Bilişim Hizmetleri Danışmanlık Ltd. Şti. based on allegations of a violation of Article 4 of the Law, namely by entering into bilateral gentlemen’s agreements not to solicit each other’s employees on the labour market.
During the investigation, it was assessed that the said undertakings violated Article 4 of the Law and that their conduct could not benefit from individual exemption under Article 5. Accordingly, the Board decided to impose administrative fines on these undertakings pursuant to Article 16 of the Law and the Regulation on Fines.
Based on its assessment, the Board also concluded that Argela Yazılım ve Bilişim Teknolojileri San. ve Tic. A.Ş. and Magis Teknoloji A.Ş. did not violate Article 4 of the Law, and therefore no administrative fine would be imposed on them. In addition, the Board emphasized that the contractual provisions forming the basis of the infringement should be amended so as not to give rise to violations under the Law.
Decision to Borusan Lojistik Dağıtım Depolama Taşımacılık ve Ticaret A.Ş.[6]
The Board initiated an investigation against Borusan Lojistik Dağıtım Depolama Taşımacılık ve Ticaret A.Ş. (“Borusan”) based on allegations of a violation of Article 4 of the Law, namely by entering into a non-solicitation agreement with Testinium Teknoloji Yazılım A.Ş. During the investigation, it was found that Borusan and Testinium agreed not to hire each other’s employees during the term of their contract and for two years thereafter, thereby restricting employee mobility and limiting competition in the labour market in violation of Article 4 of the Law.
Following the settlement process, Borusan submitted applications under Article 11 of the Administrative Judicial Procedure Law (“İYUK” in Turkish) on 11.08.2023 and 25.12.2023, requesting the modification of the Board’s final settlement decision dated 30.03.2023. These applications were reviewed by the Board, which concluded that the nature of the non-solicitation agreements was already properly classified as a serious but non-cartel violation, and that the administrative fine calculation and the rejection of Borusan’s commitment submission had been correctly applied. Consequently, Borusan’s İYUK applications for modifying the settlement decision were rejected.
Based on its assessment, the Board decided to conclude the investigation against Borusan Lojistik Dağıtım Depolama Taşımacılık ve Ticaret A.Ş. through the settlement procedure and imposed an administrative fine, calculated based on its 2021 gross revenues, with a 25% reduction applied under the settlement rules.
Acquisition of Joint Control of BHL Turkey Technology Inc. by Alma Ventures S.A. and Ömer Paksoy [7]
The Board authorised the acquisition of joint control of BHL Turkey Technology Inc. by Alma Ventures S.A. and Ömer Paksoy. The Board authorised the transaction as there was no horizontal or vertical overlap between the parties’ activities in the banking and insurance markets in Turkey and the transaction was not expected to result in a significant restriction of effective competition. 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 Sole Control of the Electronic Clinical Outcome Assessment (eCOA) Business Branch of WCG Clinical Inc [8]
The Board authorised the acquisition of sole control of the electronic clinical outcome assessment (“eCOA”) business branch of WCG Clinical Inc. by Clario Holdings, Inc. through its subsidiaries eResearchTechnology, Inc., ERT Inc., and BioClinica GmbH. The Board authorised the transaction as there was no horizontal or vertical overlap between the parties’ activities in Turkey and and the transaction was not expected to result in a significant restriction of effective competition in the eCOA business branch. In this regard, the Board took into account the presence of a number of strong competitors with significant market shares.
Acquisition of Brotek Teknoloji A.Ş. [9]
The Board authorised the acquisition of all shares and full control of Brotek Teknoloji A.Ş. by Kariyer.net Elektronik Yayıncılık ve İletişim Hizmetleri A.Ş. The Board decided to authorise the transaction as, despite horizontal and vertical overlaps between the parties’ candidate management systems software market activities in Turkey, the transaction is not expected to significantly impede effective competition.
Acquisition of Lenovo Group Limited[10]
The Board authorised the acquisition of sole control of Infinidat Ltd. by Lenovo Group Limited (through its wholly-owned subsidiary Lenovo Global Technology International B.V.). The Board decided to authorise the transaction as Infinidat Ltd. operates in the provision of high-quality enterprise data storage solutions while Lenovo Group is mainly active in the production and marketing of computers and standard storage systems. The Board found that there is no horizontal or vertical overlap between the parties’ activities in Turkey and that any potential conglomerate effects would not be capable of significantly restricting effective competition in the market.
Acquisition of Mega Fortuna Teknoloji ve Yazılım A.Ş. [11]
The Board authorised the acquisition of all shares and full control of Mega Fortuna Teknoloji ve Yazılım A.Ş. by Aonic AB. The Board decided to authorise the transaction as there was no horizontal or vertical overlap between the parties’ activities in Turkey and the transaction was not expected to result in a significant restriction of effective competition in the mobile game discovery and user loyalty. In this regard, the Board took into account the presence of numerous and strong competitors with significant market shares.
GLOBAL ANTI-TRUST LAW UPDATES
The EU Commission grants conditional approval for the acquisition of Just Eat Takeaway.com by Naspers.[12]
The European Commission has approved, under the EU Merger Regulation, the proposed acquisition of Just Eat Takeaway.com (“JET”) by Naspers through its subsidiary Prosus. The approval is conditional upon full compliance with the commitments offered by Naspers.
JET operates online food delivery platforms in several Member States, while Prosus, Naspers’ investment arm, holds minority stakes in a number of digital companies, including a 27.4% shareholding in Delivery Hero, a key competitor of JET in Austria, Bulgaria, Italy, Poland, and Spain. The Commission’s investigation raised concerns that the structural link between JET and Delivery Hero created by the transaction could (i) reduce JET’s incentives to compete with Delivery Hero in the five overlapping Member States and across the European Economic Area (the “EEA”), and (ii) increase the risk of tacit co-ordination, leading to higher prices, market exits, or barriers to new entry.
To address these concerns, Naspers committed to reducing its shareholding in Delivery Hero below a very low specified threshold within 12 months and offered additional commitments to eliminate any material influence over Delivery Hero’s strategic or commercial decisions. Specifically, Naspers agreed not to exercise voting rights linked to its residual stake, not to seek board representation, and not to increase its equity interest above the specified cap for a considerable period of time. An independent trustee, under the Commission’s supervision, will monitor compliance. The Commission concluded that these commitments fully address its competition concerns by ensuring that Delivery Hero remains an independent competitor of JET within the EEA. The clearance decision is therefore conditional upon full compliance with these commitments.
The EU Commission grants conditional approval for the acquisition of Boissons Heintz by Brasserie Nationale.[13]
The European Commission has conditionally approved, under the EU Merger Regulation, the proposed acquisition of Boissons Heintz S.à.r.l. by Munhowen S.A., a wholly owned subsidiary of Brasserie Nationale S.A.
The Commission’s investigation found that the transaction, as initially notified, would have combined the two main beverage wholesalers supplying hotels, restaurants and cafés (“HoReCa”) in Luxembourg. This raised concerns that the merged entity would gain a significant competitive advantage over smaller rivals, leaving HoReCas with limited alternatives and potentially favouring Brasserie Nationale’s mineral water brand Lodyss over competing products.
To resolve these concerns, the parties committed to divest the majority of Boissons Heintz’s HoReCa business, including assets, personnel, strategic import exclusivities, and the Boissons Heintz name and online shop, to a suitable purchaser. An independent trustee will oversee the implementation of these commitments under the Commission’s supervision.
The case was referred to the Commission by Luxembourg under Article 22 of the EU Merger Regulation, as Luxembourg does not have a national merger control regime. The General Court confirmed that such referrals are permissible, following the precedent set in Illumina/GRAIL case.