Acquisition

Also known as: Company Acquisition, Share Purchase, M&A, Competition Approval, Devralma

In short

An undertaking or person acquiring control over all or part of another undertaking through acquisition of shares or assets, contract or other means; acquisitions exceeding turnover thresholds require Turkish Competition Board approval.

Under competition law, an acquisition is an undertaking, or a person controlling an undertaking, acquiring control over all or part of another undertaking through acquisition of shares or assets, contract or other means. Most M&A transactions in practice are acquisitions. Acquisitions exceeding turnover thresholds require Competition Board approval, like mergers.

Acquiring Control

The essence of an acquisition is a change of control. Control may be acquired solely through a majority stake, or jointly with another shareholder through veto rights attached to a minority stake. Moving from sole to joint control or from joint to sole control is also an acquisition. Creating a full-function joint venture is also subject to these rules.

Control may be acquired not only through share transfers but also by acquiring a business, plant, brand or customer portfolio, provided market turnover can be attributed to the assets acquired.

Approval Thresholds

The thresholds were raised by Communiqué No. 2026/2 published in the Official Gazette on 11 February 2026. An acquisition requires approval if:

(a) The parties’ aggregate Turkish turnover exceeds TRY 3 billion and the Turkish turnover of at least two parties each exceeds TRY 1 billion, or
(b) The Turkish turnover of the acquired assets or business exceeds TRY 1 billion and the worldwide turnover of at least one other party exceeds TRY 9 billion.

If the target is a technology undertaking, the TRY 1 billion threshold for the target’s Turkish turnover is replaced by TRY 250 million. The seller’s turnover is not counted; the acquirer’s turnover is calculated together with its single economic unit.

In Transaction Documents

Purchase agreements make Competition Board approval a closing condition and ensure the buyer does not interfere in the target’s management until approval. Otherwise turnover-based administrative fines may apply for gun jumping. Non-compete obligations on the seller are covered by the approval to the extent necessary and proportionate to the transaction.

Frequently Asked Questions

Does acquiring a minority stake require approval?

If the minority stake does not result in a change of control, it does not. But if veto rights over strategic decisions such as the budget, business plan or senior management appointments are attached to it, joint control may arise and the transaction may require approval.

Does an acquisition carried out abroad require approval?

Yes, if the parties' turnover in Turkey exceeds the thresholds. Signing abroad or the parties being foreign does not remove the notification obligation.

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