Merger Control Filings

Mergers and acquisitions that change control of a company do not become legally valid without Competition Board approval if certain turnover thresholds are exceeded. We assess whether your transaction requires approval, prepare the notification form and run the process before the Competition Authority through to the clearance decision.

Which transactions require Competition Board approval?

Mergers, acquisitions and full-function joint ventures that lead to a change of control require approval if the parties’ turnover exceeds the thresholds set by the Competition Board. The thresholds are calculated by reference to the parties’ combined turnover in Türkiye and each party’s turnover in Türkiye, or to the target’s turnover in Türkiye and the other party’s worldwide turnover. Special rules apply to acquisitions of certain technology companies.

Completing a transaction that requires approval without obtaining it makes the transaction legally invalid and leads to turnover-based administrative fines for the parties. If the transaction significantly lessens competition, the sanctions can be far heavier.

How does the approval process work?

The transaction is notified using the Authority’s notification form. The Board takes the notification into preliminary review within thirty days and grants approval if it sees no problem. If competition concerns arise, the case moves to final examination; at that stage the parties may offer commitments to address the concerns and the transaction may be cleared subject to conditions.

Scope

Running merger and acquisition processes and notifying the Competition Board
Assessing whether the transaction requires approval and the turnover thresholds
Assessing non-compete and similar ancillary restraints in transaction documents
Commitment negotiations and conditional clearance processes where necessary

How We Work

Reviewing the transaction structure: whether there is a change of control and who the parties are
Calculating the turnover thresholds and determining whether notification is required
Compiling the market and company information needed for the notification form together with the parties
Submitting the notification and answering the Authority’s requests for additional information
If competition concerns arise, preparing a commitment package and following the process through to clearance

Team

Hasan Çakan Partner

Frequently Asked Questions

Is acquiring a minority stake also notifiable?

As a rule, not if there is no change of control. However, veto rights granted to a minority shareholder over strategic decisions, such as the budget, the business plan or the appointment of senior management, may confer joint control and make the transaction notifiable.

Is approval required for a transaction carried out abroad?

Yes, if the parties' turnover in Türkiye exceeds the thresholds. Signing the transaction abroad or the parties being foreign does not remove the notification obligation; in global transactions, the Turkish filing should be built into the timetable from the start.

How long does it take to obtain Board approval?

For transactions that raise no competition concerns, the Board decides within thirty days. This period starts from the date the notification is complete; if the Authority asks for additional information because of missing information, the period starts again. For transactions that go to final examination, the process may take several months.

Can we close the transaction before approval is granted?

No. Implementing a transaction that requires approval before the clearance decision, including actually taking over management, counts as an unauthorised transaction and leads to a turnover-based administrative fine. Making approval a condition between signing and closing is standard practice.

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