Keeping up with merger control: comparing Turkey’s recent amendments with the EU Draft Merger Guidelines

Anıl Acar

Erdem & Erdem Law Office, Istanbul

anilacar@erdem-erdem.av.tr

Elvan Galatalı

Erdem & Erdem Law Office, Istanbul

elvangalatali@erdem-erdem.av.tr

Introduction

It is no understatement that merger control regimes across the world are undergoing a period of significant reform. While some amendments seek a fundamental reshape of the analytical framework applied to mergers, others focus on increasing legal certainty and aligning existing rules with established decisional practice. These developments reflect the transformative investment and business landscape in which transactions take place. As market realities continue to evolve, competition authorities are increasingly reassessing whether traditional merger control tools and assessment standards remain fit for purpose. Against this backdrop, both Turkey and the European Union have recently introduced changes to their merger control frameworks, albeit with markedly different objectives, scope and levels of ambition.

The Turkish Competition Authority (TCA) recently undertook a targeted update of its merger control framework. Amendments to Communiqué No 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué No 2010/4) came into force on 11 February 2026, marking the first significant revision of the Turkish merger control regime in nearly four years. The amendments primarily seek to enhance legal certainty, address challenges encountered in practice, and reflect developments in the Turkish Competition Board’s (Board) decision-making experience. These changes were subsequently accompanied by revisions to the TCA’s principal merger control guidelines (Guidelines), further clarifying key aspects of merger review and notification practice. Rather than introducing a new substantive assessment framework, these changes largely aim to clarify existing practice, reflecting experience the Board has developed through its decisions and provide greater predictability for notifying parties.

At the same time, merger control is undergoing a much broader debate at the European Union level. On 30 April 2026, the European Commission (EC) launched a public consultation on the draft EU Merger Guidelines (Draft EU Merger Guidelines), which are intended to replace both the existing Horizontal and Non-Horizontal Merger Guidelines. Unlike the recent Turkish reforms, the EC’s initiative goes beyond procedural clarification and seeks to revisit core aspects of merger assessment which have not undergone such a comprehensive construction since its enactment. This reassessment takes place in light of developments relating to innovation, digitalisation, resilience, sustainability and global competitiveness. The exercise has therefore been described as the most significant overhaul of EU merger policy in more than two decades.

This article examines the recent developments in the Turkish merger control regime and evaluates them in light of the Draft EU Merger Guidelines. While the Turkish amendments and the EU initiative differ significantly in scope and purpose, their concurrent emergence provides a useful opportunity to assess how merger control frameworks are evolving in response to changing enforcement priorities along with the developing global business landscape. Through this comparative perspective, the article explores the practical implications of the recent Turkish reforms for investors and transaction planning and highlights broader trends which may influence the future direction of merger control enforcement.

What changed in Turkish merger control regime?

The recent amendments to Communiqué No 2010/4 and the accompanying revisions to the Guidelines may be categorised into five principal areas.[1] These are: (1) revisions and clarifications to certain key concepts and definitions set out in Communiqué No 2010/4; (2) updates to the turnover thresholds triggering a filing obligation, together with certain clarifications regarding turnover calculation; (3) amendments to the special regime applicable to technology undertakings; (4) greater guidance on the assessment of joint ventures through the clarification of the applicable criteria and methodology; and (5) revisions to the notification form aimed at streamlining filing requirements, particularly for transactions that do not give rise to affected markets or are unlikely to raise significant competition concerns.

Key definitions and concepts

First, while they do not introduce fundamental alterations to the scope of the merger control regime, the definitional refinements in the concepts of ‘undertaking concerned’, ‘transaction party’ and ‘technology undertaking’ both in Communiqué No. 2010/4 and the accompanying Guidelines brought certainty regarding the identification of the relevant economic units for jurisdictional and turnover calculation purposes. The clarified definitions largely codify the Board’s existing decisional practice, while the definition of ‘technology undertaking’ has been updated to more clearly delineate the scope of the special merger control rules applicable to technology businesses.

Revised turnover thresholds and turnover calculation

The amendments to Communiqué No 2010/4 also revised the applicable turnover thresholds, triggering a mandatory filing obligation. In practical terms, the increased turnover thresholds are to require a stronger Turkish nexus to be qualified for a notification necessity and are expected to reduce the number of transactions requiring clearance solely stemming from inflation-driven increases in turnover figures. Under the revised regime, the Board’s approval is required in transactions where: (1) the aggregate Turkish turnover of the transaction parties exceeds TRY 3bn (approximately €55.6m), and the Turkish turnover of at least two of the transaction parties each exceeds TRY 1bn (approximately €18.5m); or (2) in acquisition transactions, the Turkish turnover of the assets or businesses subject to the acquisition, or in merger transactions, the Turkish turnover of at least one of the transaction parties exceeds TRY 1bn, and the worldwide turnover of at least one of the other transaction parties exceeds TRY 9bn (approximately €166.8m).

In parallel, the accompanying revisions to the Guidelines provide further clarification regarding the application of these jurisdictional thresholds and the calculation of turnover. In particular, the revised Guidelines clarify that sales generated outside Turkey are excluded when calculating Turkish turnover, whereas Turkish sales continue to be included in worldwide turnover calculations.

The revised Guidelines further confirm the provision that multiple transactions carried out by the same parties in the same relevant product market within a three-year period may, under certain circumstances, be treated as a single transaction for jurisdictional purposes is also applicable in cases of joint venture transactions.

Technology undertakings

Another notable development concerns the special regime applicable to technology undertakings. Under the previous framework, the exemption from the local turnover threshold applied where the target technology undertaking either operated in the Turkish geographic market, conducted research and development activities in Turkey, or provided services to users located in Turkey. The amended Communiqué No 2010/4 restructured this application. Under the new rules, where a technology undertaking established in Turkey is a target in a transaction, a special turnover threshold of TRY 250m (approximately €4.6m) will apply with respect to the acquired undertaking. This amendment appears intended to establish a clearer and more predictable jurisdictional framework for transactions involving technology businesses.

Joint ventures

The amended Guidelines also provide greater clarity regarding the treatment of transactions featuring joint ventures. While the Authority’s established practice of assessing such transactions not only under merger control rules but also under Articles 4 and 5 of Law No 4054 on the Protection of Competition remains unchanged, the revised paragraph offers additional guidance on the circumstances in which a joint venture may facilitate coordination between its parent undertakings. In particular, the updated Horizontal and Non-Horizontal Merger Guidelines identify a number of factors that may increase the likelihood of coordination, including situations where the parent companies continue to maintain significant activities in the joint venture’s market, have pre-existing structural or contractual links, or remain active in closely related neighbouring markets. Conversely, the Guidelines recognise that coordination concerns are less likely to arise where the parents transfer all of their activities in the relevant sector to the joint venture or otherwise cease to be active in the joint venture’s market. In this respect, the revised Guidelines bring transparency to the Authority’s assessment of potential coordination effects.

Revisions to the notification form

Finally, the notification form used for merger control filings has been revised with a view to simplifying the filing process, especially with respect to transactions with no/low competition concerns. Indeed, certain information is no longer required where the transaction parties’ market shares remain below specified thresholds, thereby enabling transactions unlikely to raise significant competition concerns to benefit from a more streamlined notification process. The amendments also provide additional clarity regarding the determination of the filing date.

What do the draft EU Merger Guidelines promise?

Unlike the recent Turkish reforms, which primarily seek to clarify existing practice and refine procedural aspects of merger control, the Draft EU Merger Guidelines represent a more ambitious attempt to modernise the dated substantive framework governing merger control assessment. The Draft EU Merger Guidelines aim to ensure that EU merger control regime continues to support innovation, investment and the global competitiveness of businesses based in the EU, while remaining capable of addressing the challenges posed by increasingly dynamic and technology-driven markets.

To this end, the Draft EU Merger Guidelines place particular emphasis on innovation, investment, sustainability and resilience. They also seek to provide a unified framework for the substantive assessment of mergers, update the analytical tools used to assess competitive effects and efficiencies, and offer greater clarity regarding key legal principles such as the burden of proof, evidentiary standards and counterfactual analysis.

The principal technical innovations of the Draft EU Merger Guidelines may be grouped under the following headings: (1) General Principles, Burden of Proof and Evidence; (2) Market Power; (3) Loss of Head-to-Head Competition; (4) Loss of Investment, Innovation and Potential Competition; (5) Foreclosure; (6) Coordination; (7) Other Anti-competitive Effects; (8) Efficiencies; and (9) Public Security and Other Legitimate Interests.[2]

The Draft EU Merger Guidelines propose a unified framework for the assessment of all types of merger and acquisition transactions. They are supplemented by new guidance on evidentiary standards, counterfactual analysis, theories of harm and benefit, and the burden and standard of proof.

The Guidelines also adopt a broader approach to the assessment of market power by complementing traditional structural indicators with considerations such as dynamic competitive potential, out-of-market constraints and barriers to competition. They significantly expanding the analysis of mergers between close competitors through additional guidance on bidding markets, capacity constraints, network effects, minority shareholdings, common ownership and monopsony power.

A particularly notable development concerns the treatment of innovation and investment. The Draft EU Merger Guidelines introduce a comprehensive framework for assessing the impact of mergers on innovation, investment and potential competition, while also proposing an ‘Innovation Shield’ for transactions involving small innovators and R&D projects that are unlikely to raise competition concerns.

The sections on foreclosure and coordinated effects similarly modernise the EC’s analytical framework by introducing a more dynamic assessment of foreclosure incentives and recognising emerging forms of coordination, including those facilitated by algorithmic pricing and increased market transparency.

The Draft EU Merger Guidelines further provide new direction on portfolio effects and information exchange concerns, while substantially expanding the treatment of efficiencies by specifically recognising benefits related to innovation, investment, sustainability and resilience. Finally, they address the circumstances in which Member States may intervene in concentrations of EU dimension in order to protect legitimate interests such as public security, media plurality and prudential supervision.

Conclusion and remarks

The recent developments in Turkey and the European Union illustrate a broader trend in merger control enforcement on a global basis. Competition authorities around the world are progressively seeking to adapt their merger control frameworks to provide a clearer reflection of the realities of contemporary transactions and evolving market structures. While the TCA’s recent amendments primarily aim to clarify existing practice and enhance legal certainty, the EC’s Draft EU Merger Guidelines pursue a more comprehensive reassessment of the substantive principles underpinning merger review.

Although the ultimate shape of the EU reform remains uncertain pending the outcome of the ongoing consultation process, its influence is likely to extend beyond the European Union. As has often been the case in the field of merger control, developments at EU level may serve as a reference point for other jurisdictions, including Turkey, when considering future refinements to their own merger control frameworks. Accordingly, the EC’s ongoing review is likely to be of interest not only for transactions with an EU dimension, but also for the future evolution of global merger control policy.