Sibel ÖZTÜRK, LL.M., Attorney-at-Law, Selenay ESEN, Trainee Attorney
The Turkish Competition Board’s decision dated 27 November 2025 and numbered 25-44/1086-615 concerning Yemeksepeti addresses the reassessment, in light of changing market conditions, of commitments that were made binding in 2021. In the intervening period, the market for online food ordering and delivery platform services has undergone significant change: new players have entered the market, Yemeksepeti’s market share has declined, and the competitive pressure exerted by rival platforms has increased. Taking these developments into account, the Board concluded that Yemeksepeti no longer holds a dominant position. The cessation of dominance, however, was not considered sufficient to warrant the lifting of all commitments accepted in 2021.
While the Board lifted the commitments concerning mandatory Joker campaigns, minimum basket requirements and the pricing of the Vale model, it did not consider it appropriate, at this stage, to lift the commitment concerning narrow most-favoured-nation (“MFN”) clauses. Accordingly, the Board decided that the market should be monitored for a period of two years from the notification of the short-form decision and that the matter should be reassessed, upon Yemeksepeti’s application, at the end of that period.
The decision therefore centres on two distinct questions: To what extent do changes in market conditions warrant the lifting of previously accepted commitments? Does the cessation of dominance render all commitments accepted during the period of dominance obsolete?
What Were the Competitive Concerns in 2021?
The investigation initiated against Yemeksepeti in 2020 examined whether narrow MFN clauses, mandatory Joker campaigns, minimum basket requirements and the pricing policies applied under the Vale model infringed Article 4 and/or Article 6 of Law No. 4054 on the Protection of Competition (“Law No. 4054”).
Before the investigation was concluded, the package of commitments submitted by Yemeksepeti was found capable of addressing the competitive concerns identified in the case and was made binding by the Turkish Competition Board’s decision dated 28 January 2021 and numbered 21-05/64-28.
In this context, Yemeksepeti committed to discontinue narrow MFN clauses, make participation in Joker campaigns voluntary, allow restaurants to determine their own minimum basket requirements, and price the Vale model so as to cover specified cost items.
The common rationale underlying these commitments was to limit the impact of Yemeksepeti’s then substantial market power on restaurants’ commercial decision-making and on rival platforms’ ability to compete. As discussed below, however, the competitive concern associated with narrow MFN clauses does not arise solely from dominance.
In September 2024, Yemeksepeti reapplied to the Turkish Competition Authority, arguing that market conditions had changed materially, that it was no longer dominant and that the circumstances underlying the commitments had ceased to exist. It therefore requested that the commitments be lifted.
How Have Market Conditions Changed?
Article 43(4)(a) of Law No. 4054 permits the reassessment of commitment decisions where there has been “a material change in any of the circumstances on which the decision was based”.
The first question for the Board was therefore whether the market conditions underlying the 2021 decision had indeed changed materially.
In its 2021 assessment, Yemeksepeti was significantly ahead of its competitors in terms of the number and value of orders, active users, contracted restaurants and chain restaurant coverage.
Network effects, user habits, access to user and restaurant data, brand recognition, and financial and economic strength were also considered factors supporting Yemeksepeti’s market position and making entry and expansion more difficult. In particular, the Board had concluded that independent restaurants and restaurants with only a few branches had limited bargaining power vis-à-vis Yemeksepeti.
This landscape changed after 2021.
With Getir Yemek having entered the market in 2019, Trendyol Go in 2020 and Migros Yemek in 2022, alternative platforms gained strength in a market that had for many years largely revolved around Yemeksepeti.
Data on the number and value of orders show that Yemeksepeti lost a significant share of the market after 2020, while Trendyol Go grew rapidly following its entry. The Board found that, as of 2024, the market was largely shaped by Yemeksepeti, Trendyol Go and Getir Yemek.
A similar development can be observed in active user numbers. Although Yemeksepeti remained the market leader, the gap narrowed considerably as competing platforms expanded.
The Board also took into account restaurants’ ability to work with alternative platforms. Of the 118 restaurants whose views were obtained during the proceedings, only three worked exclusively with Yemeksepeti. This was considered one of the factors indicating that restaurants had access to alternative platforms.
Taken together, these factors led the Board to conclude that Yemeksepeti was no longer dominant under prevailing market conditions and that the circumstances underlying the 2021 decision had materially changed within the meaning of Article 43(4)(a) of Law No. 4054.
Does the Cessation of Dominance Remove All Commitments?
The Board’s answer was no.
Having established that market conditions had changed, the Board assessed each commitment individually, essentially asking the following question: Does the competitive concern that gave rise to the commitment persist under current market conditions?
This approach resulted in two different outcomes for the four commitments.
Mandatory Joker Campaigns, Minimum Basket Requirements and Vale
The competitive concern previously identified in relation to mandatory Joker campaigns was that, in particular, independent restaurants could be compelled to participate in discounts that they would not otherwise choose to offer and that the practice could adversely affect rival platforms’ ability to compete.
As regards minimum basket requirements, the concerns centred on restrictions on restaurants’ freedom to make commercial decisions in accordance with their own cost structures and on the possibility that low-value orders placed through Yemeksepeti could be prioritised over orders placed through competing platforms.
With respect to the Vale model, the competitive concern arose from the possibility that Yemeksepeti could leverage its strong position in platform services into logistics services by pricing courier services below a level sufficient to cover costs, thereby potentially foreclosing competitors.
The Board accepted that the competitive concerns relating to these three practices were principally linked to Yemeksepeti’s dominant position and its ability to use that position through unilateral conduct.
Given that Yemeksepeti was no longer dominant and restaurants had greater access to alternative platforms under the prevailing market structure, the Board concluded that these concerns no longer carried the same weight as they had in 2021. Accordingly, the commitments relating to mandatory Joker campaigns, minimum basket requirements and the pricing of the Vale model were lifted.
Why Were Narrow MFN Clauses Assessed Differently?
The Board reached a different conclusion with respect to narrow MFN clauses.
Narrow MFN clauses restrict a restaurant’s ability to offer more favourable prices or other commercial terms through its own direct sales channels than those offered on the platform.
For example, a restaurant may wish to pass on to consumers, in the form of lower prices, the cost advantage arising from the absence of a platform commission when an order is placed through its own website or by telephone. A narrow MFN clause may, however, require the restaurant to extend to the platform any advantage offered through its own channel.
As a result, restaurants’ incentives to develop their own direct sales channels and steer consumers towards those channels may be reduced.
Moreover, the MFN clauses examined in the decision were not limited to price. Menu content, promotions, delivery areas and other non-price commercial terms could also fall within their scope. The effects of the restriction may therefore extend beyond price competition.
The distinction here stems from the different scope and functions of Articles 4 and 6 of Law No. 4054.
While the competitive concerns relating to Joker campaigns, minimum basket requirements and Vale primarily arose from unilateral conduct by Yemeksepeti as a dominant undertaking, narrow MFN clauses, as elements of vertical agreements between undertakings, may also produce restrictive effects on competition under Article 4 of Law No. 4054.
Accordingly, the cessation of dominance does not bring competition law scrutiny of narrow MFN clauses to an end.
Does Protecting Platform Investment Make Narrow MFNs Necessary?
Another dimension of the debate surrounding narrow MFN clauses concerns the free-riding defence.
Platforms invest in increasing restaurants’ visibility, enabling users to discover and compare restaurants, and establishing and developing ordering infrastructure.
Where a consumer discovers a restaurant through the platform but subsequently places an order through the restaurant’s more advantageous direct channel, the restaurant benefits from the platform’s investment while the platform receives no revenue from the transaction because it is completed off-platform.
It may therefore be argued that narrow MFN clauses protect platforms’ incentives to invest by preventing this type of free-riding.
While the Board did not dismiss the possibility of free-riding, its analysis did not end there.
Must narrow MFN clauses necessarily be used to address the free-riding problem?
In addressing this question, the decision notes that free-riding may arise not only in relation to platforms, but also in relation to restaurants and consumers.
A consumer who already knows what they wish to purchase may have no need to use the platform’s search or discovery services. Yet, if a narrow MFN clause prevents that consumer from obtaining a lower price through the restaurant’s direct channel, the consumer may indirectly bear part of the cost of platform services used by other consumers.
If prices on the supplier’s direct channel, or even at its physical premises, converge towards platform prices, consumers who do not use the platform at all may also be affected by platform-related costs.
The Board further considered whether free-riding could be addressed through less restrictive means than narrow MFN clauses.
The debate therefore centres not so much on whether free-riding exists, but rather on whether narrow MFN clauses are necessary and proportionate to address it.
Does the Use of MFN Clauses by One Platform Have the Same Effect as Their Use by Multiple Platforms?
Another factor in the Board’s assessment of narrow MFN clauses was their cumulative effect.
Under Article 5 of Law No. 4054, an agreement may benefit from an individual exemption only where the following conditions are satisfied cumulatively: it contributes to economic or technical development; consumers receive a fair share of the resulting benefit; competition is not eliminated in a substantial part of the relevant market; and competition is not restricted more than is necessary to achieve those benefits.
The Board did not confine its assessment to the effects that would arise if MFN clauses were applied by Yemeksepeti alone; it also considered the consequences of similar clauses being applied by major platforms accounting for a significant part of the market.
The effect arising where a restaurant’s ability to offer more favourable terms through its direct channel is restricted by a single platform is not necessarily the same as where comparable restrictions are imposed by several major platforms. In the latter scenario, the scope available to restaurants to compete through their own channels on price or other commercial terms may be further constrained.
Taking into account the potential cumulative effect of MFN clauses applied by major platforms accounting for a significant part of the market, the Board concluded that their restrictive effects on competition could be reinforced.
Against this background, the Board concluded that Yemeksepeti’s agreements containing MFN clauses could not, under the prevailing circumstances, benefit from an individual exemption, and the commitment relating to narrow MFN clauses was not lifted.
The Board did not consider it appropriate, at this stage, to lift the commitment concerning narrow MFN clauses; it decided that the market should be monitored for a period of two years from the notification of the short-form decision and that the matter should be reassessed, upon Yemeksepeti’s application, at the end of that period.
What Issues Are Raised in the Dissenting Opinion?
The decision was adopted by majority, with the President and Vice-President dissenting.
The dissenting opinion questions whether the decline in Yemeksepeti’s market share and restaurants’ ability to work with multiple platforms are sufficient grounds for lifting the commitments.
It emphasises Yemeksepeti’s first-mover position, its continued position as the leading player across several parameters, network effects, user habits, economies of scale, and whether the asymmetric relationship between restaurants and the platform persists.
In this context, the fact that only three of the 118 restaurants consulted in the proceedings worked exclusively with Yemeksepeti is also considered from a different perspective.
Does the fact that a restaurant is present on several platforms necessarily mean that those platforms are genuine substitutes from the restaurant’s perspective?
Without knowing the extent to which a restaurant could redirect orders lost upon leaving Yemeksepeti to other platforms, how its orders are distributed across platforms, and the commercial cost of leaving the platform, the dissent considers it open to question whether restaurants possess sufficient bargaining power merely because they engage in multi-homing.
This issue is particularly important for independent restaurants and those with only a few branches. A large restaurant chain and a small business that receives a significant proportion of its orders through a particular platform clearly do not necessarily possess the same degree of bargaining power vis-à-vis that platform.
The dissenting opinion also questions whether the more competitive market structure observed today emerged independently of the commitments or whether the commitments themselves contributed to its development.
The commitments accepted in 2021 were intended not only to bring certain practices to an end, but also to enable restaurants to act more independently in their commercial decision-making and to promote competition in platform services.
This gives rise to a further question:
Does the fact that the market is more competitive today demonstrate that the commitments are no longer necessary, or is the current competitive structure, at least to some extent, the result of those commitments having been implemented?
If the latter possibility exists, the change in market conditions that occurred while the commitments were in force cannot, by itself, necessarily constitute sufficient grounds for lifting them. The possibility that previous conduct or similar competitive concerns might re-emerge following the lifting of the commitments would also need to be assessed.
The dissenting opinion further notes that, even while the commitments were in force, complaints concerning Yemeksepeti continued to be made in relation to pricing, commissions, compulsory participation in discounts, requirements to use courier services, and practices making it more difficult to leave the platform.
Against this background, the dissent argues that the possibility of opening a new investigation should have been considered before lifting the commitments and also questions whether implementation of the commitments and their effects on the market had been sufficiently monitored during the intervening period.
Conclusion
The Yemeksepeti decision demonstrates that changes in market conditions do not necessarily lead to a uniform outcome when existing commitments are reassessed.
The cessation of Yemeksepeti’s dominance was regarded as a material change in the circumstances underlying the previous decision within the meaning of Article 43(4)(a) of Law No. 4054. The Board did not, however, proceed from that finding to lift all commitments. Instead, it separately examined the competitive concern that each commitment had originally been intended to address.
As a result of this distinction, the commitments concerning mandatory Joker campaigns, minimum basket requirements and Vale, which were principally intended to address competitive concerns associated with the exercise of dominance, were lifted.
As regards narrow MFN clauses, by contrast, the cessation of dominance was not considered sufficient. The Board considered the potential effects of the practice under Article 4 of Law No. 4054, its impact on restaurants’ direct sales channels, the necessity and proportionality of the free-riding defence, and the cumulative effects of similar MFN clauses across the market, and did not consider it appropriate, at this stage, to lift the commitment concerning narrow MFN clauses. The Board decided that the market should be monitored for two years and that the matter should be reassessed, upon Yemeksepeti’s application, at the end of that period.
The dissenting opinion, meanwhile, takes a different approach, suggesting that the assessment should consider not only current market shares and the availability of alternative platforms, but also restaurants’ actual bargaining power vis-à-vis those platforms and the role that the commitments themselves may have played in shaping the market’s current structure.
In this respect, the decision demonstrates that the reassessment of commitments requires consideration not only of the question “Has the market changed?”, but also of “Which competitive concerns have ceased to exist, which persist, and what role have the commitments themselves played in bringing about the changes observed in the market?”
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