Turkey revised its merger control regime after four years with the adoption of the amendment under Communiqué No. 2026/2, which entered into force on February 11, 2026

The Communiqué on Mergers and Acquisitions No. 2010/4 was last updated in March 2022, and this amendment under Communiqué No. 2026/2 introduces changes in five key areas after four years:

First, Thresholds! The notification test remains structurally dual: either (i) the combined turnovers of the parties to the transaction in Turkey and the Turkish turnovers of at least two parties individually must exceed specified thresholds, or (ii) in acquisitions, the Turkish turnover of the target asset/activity (or in mergers, at least one party’s turnover) combined with the global turnover of at least one other party must exceed the thresholds. The updated figures are now TRY 3 billion (total turnover in Turkey), TRY 1 billion (individual Turkish turnover of at least two parties), and TRY 9 billion (global turnover). Previously, these thresholds were TRY 750 million, TRY 250 million, and TRY 3 billion, respectively. This revision is not merely a “fine-tuning”; considering the real depreciation observed during the 2022-2026 period, it was a necessary recalibration. However, when examining the other qualitative changes in this package, these updates go beyond mere inflation adjustments.

Second, Technology Transactions! Under the 2022 regime, the acquisition of technology undertakings with operations, R&D activities, or users in Turkey could trigger a notification obligation regardless of the target company’s Turkish turnover. With Communiqué No. 2026/2, this “automaticity” has been reduced. The special rule for technology transactions now applies only if at least one party is a technology undertaking domiciled in Turkey. If this condition is met, the threshold for the target undertaking (the target company) in Turkey, which was previously TRY 1 billion, is reduced to TRY 250 million; however, the threshold of TRY 1 billion applicable to the acquiring party remains unchanged. For global platforms not domiciled in Turkey but with users in Turkey, no automatic exemption for technology transactions applies; instead, standard threshold tests come to the forefront. As a result, the analysis of “domicile in Turkey” for global platforms and software services (SaaS) has become a critical consideration in early transaction evaluations and contract planning.

Additionally, the definition of a “technology undertaking” remains broad, and how the phrase “digital platforms, along with software and game software” will be interpreted is expected to become increasingly important in practice. Guidance documents will be crucial to clarify the combinations of activities this concept applies to and the evidentiary standards that will be required.

Third, a lighter (short) notification process is introduced for low-risk transactions. In cases where horizontally or vertically affected markets are limited (e.g., where horizontal market shares do not exceed 15% and vertical market shares do not exceed 20%), the short form notification may be utilized. Furthermore, if there is no affected market in Turkey, some sections of the notification form related to market information may not need to be completed. While this simplification has the potential to reduce file preparation costs, save time for both the parties and the Authority, and enable the review process to focus on more significant cases, it will be crucial for the guidelines to provide clarity on how “short” the short form will be in practice, which documents/information will be required, and the threshold for the Authority to request additional information in such cases.

Fourth, in carve-out transactions, which are frequently encountered in practice, turnover calculations for the seller side will now be based on the attributable turnover of the divested portion. This can reduce the “unnecessary triggering” effect stemming from the total turnover of seller groups in cases where large groups divest a small branch of activity. However, properly segregating and documenting the turnover linked to the divested activity is essential. Additionally, updating the definitions of “transaction party” and “relevant undertaking” at the communiqué level could enhance foreseeability in complex group structures concerning turnover calculations and the framework of responsibilities.

Fifth, the critical importance of complying with the “clean file” standard is reiterated. While procedural simplification is intended, the fundamental discipline of closing planning remains unchanged. The date on which the notification is considered “submitted” depends on the completeness and accuracy of the file. If incomplete or incorrect information is provided, the process only commences from the date the corrected and complete file is constituted. The concrete criteria for this “completeness standard” are insufficiently detailed in the guidelines. In practice, it is unpredictable which document or information will be deemed “sufficient” or which additional information request will be considered “reasonable.” This uncertainty drives parties to prepare overly cautious submissions, reducing the predictability of the process.

Moreover, in cases where input from another public authority or organization is required by legislation, it should be noted that the examination periods outlined in the Law will commence the day after such input is recorded by the Board. For transactions involving multiple stakeholders, this provision is particularly relevant for closing planning. While the new regime supports the goal of “fewer transactions,” it underscores the critical importance of complying with the “clean file” standard in mandatory filings.

Finally, under the transitional provision, if thresholds or other conditions are revised, reviews of transactions that fall below the new thresholds (or fail to meet the revised conditions) as of the effective date of the change may be terminated by a decision of the Board.

So, why now?

Because, since 2022, the significant depreciation of the Turkish Lira has markedly eroded the real impact of fixed TL thresholds: though thresholds remained constant on paper, they effectively lowered in economic terms, thereby pulling more transactions into the system. According to the Competition Authority’s 2025 Merger and Acquisition Outlook Report, 416 mergers/acquisitions and privatization transactions were reviewed in 2025; in 219 of these, all parties were foreign, in 95 all were Turkish, and in 74, parties included both Turkish and foreign entities. Even transactions with limited ties to Turkey have become a factor in multi-jurisdictional deals, influencing timetables and risk allocation, thereby clearly illustrating the issue of “scope.”

On the other hand, when we look at the market reports published to date, it is reported that a total of 574 merger and acquisition transactions occurred in 2025; moreover, approximately 60% of these transactions targeted ventures in the start-up/technology ecosystem. This intensity also explains why the comprehensive notification mechanism introduced for technology transactions in 2022 became a topic of debate: the notification obligation imposed on the acquisition of technology undertakings regardless of turnover thresholds is noted as one of the ecosystem’s “regulation-driven” pain points; it is emphasized that this could create cost and time pressures in investment processes, and findings indicate that being subject to competition authority approval could reduce venture capital investments by a range of 23% to 56%.

In this context, I interpret Communiqué No. 2026/2 as a “policy adjustment” designed to make the oversight process “more concrete in relation to Turkey” and to render the approval condition attached to closing procedures in global-local transactions with weak ties to Turkey more selective.

In my opinion, two key points stand out: First, especially in foreign-to-foreign transactions, replacing the assumption that “Turkey’s approval is an automatic closing condition” with an early-stage, concrete threshold and nexus analysis, and designing the contract accordingly; Second, if a notification is required, aiming from the outset to meet the “clean file” standard. This is because the notification date—and consequently the review timeline—is highly dependent on the completeness and accuracy of the file (and how any necessary completions are managed during the process).

Through this regulation, the removal of an unnecessary approval condition (or the inclusion of such a condition in fewer files) from the closing processes could potentially enhance predictability, particularly in multi-jurisdictional transactions. This could, in turn, create a tangible difference by simplifying closing conditions in contracts, reducing timeline uncertainties, and establishing clearer risk allocation.

In summary, preparing a brief turnover and nexus analysis for Turkey at the term sheet stage, isolating Turkey’s turnover from the outset within the carve-out unit, conducting the residency test for technology transactions in Turkey early on, and ensuring that the file’s completeness standard is incorporated into the closing timeline from the very beginning, will allow the predictability introduced by Communiqué No. 2026/2 to be reflected in contracts and closing strategies.

Now, I am deliberately leaving this piece here!

Because the real issue will become clear with its implementation: which files will the short form be applied to, how the definition of technology undertakings and the “residency in Turkey” test will be interpreted, what document standard will be required for carve-out turnover attribution, and how the approach to a file being regarded as “complete” will be executed in practice will all be shaped by guidelines and the Authority’s implementation. Once the guidelines are published and initial application examples emerge, we will discuss together where the true objective of Communiqué No. 2026/2 actually lies (whether its scope is narrowing, its selectivity is increasing, or both), how accurate these insights we’ve written today turn out to be, and how the practice actually takes shape.

See you in Part 2!