The Communiqué on Amendments to the Communiqué No. 2010/4 Concerning Mergers and Acquisitions Requiring the Authorization of the Competition Board (“Communiqué No. 2010/4”) (Communiqué No. 2026/2) (“Amendment Communiqué”) entered into force upon its publication in the Official Gazette dated 11 February 2026. The updated merger and acquisition guidelines, which reflect the practical implications of the amendments introduced by the Amendment Communiqué, were subsequently published by the Turkish Competition Authority on 4 May 2026.
The updates significantly clarify the uncertainties in practice regarding: (i) the application of the three-year rule and turnover calculation methodology for staggered and ancillary transactions, (ii) the scope of the concepts of transaction party and undertaking concerned, (iii) the determination of worldwide and Turkish turnover, (iv) the application of the updated notification thresholds and turnover assessment for technology undertakings, and (v) the assessment of coordination effects that may arise in joint venture transactions.
i. Guideline on Cases Considered as Merger and Acquisition and the Concept of Control
Pursuant to Article 8(5) of the Communiqué on Mergers and Acquisitions, transactions carried out within a three-year period between the same persons or parties, or by the same undertaking in the same relevant product market, are considered a single transaction for turnover calculation purposes.
The updated Guideline introduces important clarifications regarding the scope of this rule and explicitly states that transactions relating to the establishment of joint ventures shall also fall within the scope of such assessment. Accordingly, where one of the transactions carried out within a three-year period between the same transaction parties or in the same relevant product market concerns the establishment of a joint venture, the relevant transactions may be assessed together for turnover calculation purposes.
This approach is particularly important for the assessment of notification obligations in consecutive transaction structures. Indeed, a transaction that does not exceed the notification thresholds when assessed on a standalone basis may become subject to the approval of the Competition Board when evaluated together with transactions previously carried out between the same parties or in the same relevant product market. In this respect, the Guideline establishes that transaction parties should also take into account the transactions carried out within the previous three-year period when planning a new transaction.
ii. Guideline on Undertakings Concerned, Turnover and Ancillary Restraints in Mergers and Acquisitions
The amendments introduced in the Guideline mainly aim to harmonise the provisions regarding transaction parties, undertakings concerned and turnover calculation with the Amendment Communiqué. The updates are particularly noteworthy in terms of the threshold system applicable to technology undertakings, joint control transactions and the assessment of multiple transactions as a single transaction.
The Guideline provides clarification regarding the starting point of the three-year period set out under Article 8(5) of the Communiqué. Accordingly, it is stated that the relevant three-year period to be taken into account in the assessment of transactions as a single transaction shall be calculated from the date on which the relevant merger or acquisition notification is entered into the records of the Competition Authority.
The concepts of transaction party and undertaking concerned have been updated in line with the Amendment Communiqué. For acquisition transactions, the buyer side is deemed to include the entire economic unit to which the acquirer belongs, whereas the target side consists of the target undertaking and the economic units controlled by such undertaking.
The Guideline includes additional explanations regarding joint control scenarios. In particular, where joint control is established over an active undertaking, both the parent undertakings acquiring joint control and the target undertaking itself shall be considered undertakings concerned.
The Guideline clarifies that sales generated in Türkiye shall also be included in the calculation of worldwide turnover.
The Guideline also sets out the principles regarding the calculation of Turkish turnover in transactions involving technology undertakings. Accordingly, for the assessment of notifiability, only the turnover generated from activities carried out in the fields of digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and health technologies shall be taken into account.
In addition, it is observed that the explanations regarding the updated notification thresholds introduced by the Amendment Communiqué have also been reflected in the Guideline. This development necessitates a more careful assessment of notifiability, particularly for technology-focused transactions.
iii. Guideline on the Assessment of Horizontal Mergers and Acquisitions and Guideline on the Assessment of Non-Horizontal Mergers and Acquisitions
The amendments introduced in the Guidelines include more detailed explanations regarding the assessment of coordination effects that may arise between parent undertakings in joint venture transactions.
In this respect, it is stated that joint venture transactions shall be examined not only from a concentration perspective, but also in terms of whether they may lead to a restrictive form of cooperation between parent undertakings.
The Guidelines state that coordination risks may increase in the following circumstances:
On the other hand, coordination risks may be considered lower where parent undertakings fully transfer their activities in the relevant market to the joint venture or where they do not have any meaningful activity in the relevant market.
Furthermore, where a restrictive cooperation risk is identified, the transaction may also be subject to a separate exemption assessment under Law No. 4054.
Conclusion and Assessment
The updates introduced in the Guidelines are significant in terms of demonstrating how the amendments brought by the Amendment Communiqué will be reflected in practice. In particular, the criteria relating to turnover calculation for technology undertakings, the scope of the concepts of transaction party and undertaking concerned, and the assessment criteria regarding coordination effects in joint venture transactions have been clarified in greater detail.
The updates also demonstrate that the Competition Board adopts a more comprehensive and multidimensional review approach, particularly for technology-focused transactions and joint venture structures. In this respect, the expansion of the explanations regarding the assessment of structural and commercial relationships between parent undertakings in joint venture transactions indicates that the review of coordination risks will be handled in a more detailed manner.
Against this background, parties to merger and acquisition transactions are required to assess transaction structures, undertaking concerned analyses, turnover calculations and potential coordination effects through a more holistic approach, and to conduct competition law risk assessments in a more comprehensive manner prior to closing.
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