Turkish Competition Authority Issues Comprehensive Revisions to Merger Control Guidelines

On February 11, 2026, significant amendments were introduced to the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué No. 2010/4) (the “Communiqué”). In parallel with these amendments, the Turkish Competition Authority (the “Authority”) also implemented comprehensive updates to the principal guidelines shaping merger control practice in Türkiye.

These amendments provide important practical clarifications on several key issues, including the determination of transaction parties, the application of turnover thresholds, technology undertakings, joint control structures, and the competition law assessment of joint venture (he “JV”) transactions.

1. Guideline on Cases Considered as Mergers and Acquisitions and the Concept of Control

Three-Year Rule & Joint Ventures: The updated guideline now makes it crystal clear that the approach under which transactions carried out between the same persons or parties, or within the same relevant product market, within a three-year period are treated as a single transaction also applies to the establishment of JVs. This update is particularly relevant for staged or creeping transactions / acquisitions, even where only one of the steps involves a JV creation.

Mixed Transaction Structures: While the guideline maintains the existing approach that transactions involving different party structures will generally not be assessed together, it now clarifies more explicitly that transactions conducted by the same parties in the same relevant product market may still be regarded as a single transaction, even where one leg of the overall structure takes the form of a JV.

2. Guideline on Undertakings Concerned, Turnover and Ancillary Restraints in Mergers and Acquisitions

• Broader Identification of Parties: The explanations regarding the concept of transaction parties have been aligned with the amendments to the Communiqué, with a clearer emphasis on the economic unit approach. Accordingly, the determination of transaction parties will be based not only on the relevant companies themselves, but also on the broader economic structure to which they belong.

  
  

• Turnover Specifics: The updates further provide that:Revenues generated in Türkiye will also be taken into account when calculating worldwide turnover.

  
  

  • The existing approach aimed at preventing double counting of turnover in JV transactions has been preserved.

    
    

  • With respect to creeping transactions, it has been clarified that the commencement of the three-year period will be determined based on the Authority’s filing date.

    
    

  • Additional examples and explanations have been introduced regarding the concept of “relevant undertaking” in transactions involving the acquisition of joint control.

• Technology Undertakings: The amendments relating to “technology undertakings” constitute another noteworthy development. Under the revised framework, only revenues derived from certain specified fields of activity will be taken into account in calculating the applicable turnover thresholds for technology undertakings. It is stated that revenues generated from areas such as digital platforms, software, fintech, biotechnology, pharmacology, agrochemicals, and health technologies will fall within that scope.

3. Guideline on the Assessment of Horizontal Mergers and Acquisitions / Guideline on the Assessment of Non-Horizontal Mergers and Acquisitions

• Enhanced Scrutiny of Joint Ventures: One of the most notable aspects of the guideline updates concerns the expansion of the competition law assessment applicable to JV transactions. In this regard, it is now explained in greater detail that JVs will be examined not only as concentration transactions, but also from the perspective of whether they may give rise to coordination concerns between the parent undertakings.

The guidelines specifically indicate that the following circumstances may increase coordination risks:

• The existence of significant activities of the parent undertakings in the market in which the JV operates;

  
  

• The presence of strong links between the parties prior to the transaction, such as minority shareholdings, long term supply agreements, joint production agreements, or licensing arrangements;

  
  

• The JV acting as a strategic supplier or customer for the parent undertakings; and The parent undertakings maintaining substantial activities in related or adjacent markets.

Conversely, the guidelines state that coordination risks may be considered more limited

where the parties fully transfer their activities in the relevant market to the JV or where

they do not maintain significant activities in that market.

4. Conclusion

Whereas previous versions of the guidelines addressed coordination effects in more eneral terms, the recent amendments reflect a more systematic articulation of the criteria considered in the former rulings of the Competition Board. This approach indicates that competition law scrutiny in JV transactions is becoming increasingly comprehensive.

The updated guidelines published on the Authority’s official website not only strengthen the alignment between the Communiqué amendments and their practical implementation, but also address several uncertainties of practical importance,

particularly with respect to technology undertakings and JV transactions.