Turkey

İlayda Salkım Introduction Capital Markets Law No. 6362 (‘CML’) confers upon the Capital Markets Board (‘Board’) broad administrative enforcement powers designed to ensure that capital markets function in a sound, transparent, and efficient manner. Among the enforcement instruments available to the Board, administrative monetary fines, governed by Articles 103 and 104 of the CML, constitute one of the most frequently deployed mechanisms. In 2025, across 68 published bulletins[i], the Board imposed administrative monetary fines on 297 natural and legal persons, with the aggregate amount of those fines reaching TRY 2,692,239,472.78 (approximately TRY 2.69 billion). Approximately 79% of this total derives from fines levied in respect of market abuse actions, whilst the remaining material share of infringement comprises violations of public disclosure obligations. Further notable categories of violation in 2025 include non-compliance with information systems regulations, violations relating to share sale information forms, breaches of corporate governance principles, and contraventions of the short-selling prohibition. This article analyses, within the framework of the administrative monetary fines imposed by the Board, market abuse actions and breaches of disclosure obligations that are particularly notable by reference to both the frequency of sanctions and the magnitude of the fines imposed. Comparative data in respect of the categories of violation most prominent in 2025 by number and by total monetary value are presented in the table below.   Type of Violation Number Total Amount Most Frequently Sanctioned Violation Types (by Number) 1.     Communiqué No. VI-104.1, Art. 6/1 and 6/4 (Market Abuse Actions Through Communication) 88   190,966,790.36   2.     Communiqué No. II-15.1, (Violations of Public Disclosure Obligations) 38   45,767,658.40   3.     Communiqué No. VI-104.1, Art. 5/1 (a,b,ç,d,f) (Market Abuse Actions Based on Orders or Transactions) 35 2,123,062,592.24 Violation Types with the Highest Sanctions (by Amount) 1.     Communiqué No. VI-104.1, Art. 5/1 (a,b,ç,d,f) (Market Abuse Actions Based on Orders or Transactions) 35 2,123,062,592.24 2.     Communiqué No. VI-104.1, Art. 6/1 and 6/4 (Market Abuse Actions Through Communication) 88   190,966,790.36   3.     Communiqué No. VII-128.1, Art. 27 (Violations related to share sale information form) 11   74,072,884.42     Overview of Administrative Monetary Fines under the CML Pursuant to Article 103 of the CML, the Board is empowered to impose administrative monetary fines on natural and legal persons acting in breach of the provisions of the law, the standards and forms established thereunder, the secondary legislation enacted on the basis of the CML, or the Board’s decisions of a general or specific nature. The minimum and maximum thresholds of such fines are adjusted annually in accordance with the revaluation rate. The CML further provides that, in any case where a benefit has been obtained as a consequence of non-compliance with an obligation, the administrative monetary fine shall be no less than twice the amount of the benefit obtained. In determining the specific quantum of the fine, the Board takes into account the gravity of the infringement, the status of the offender, and the impact of the conduct on the market. With regard to administrative monetary fines imposed on legal entities, the applicable fine may be set at up to the higher of 1% of gross sales revenue or 20% of profit before tax, as reflected in the entity’s most recent independently audited annual financial statements prior to the date of the infringement. Article 104 of the CML contains specific provision in relation to market abuse actions and stipulates that, where a benefit has been obtained through the violation, the administrative monetary fine shall be no less than twice the amount of such benefit. Within this framework, for a given act to be characterised as a market abuse action, three cumulative conditions must be satisfied: (i) the act must not be explicable by reference to a reasonable economic or financial rationale; (ii) it must be of a nature capable of disrupting the confidence, transparency, and stability of stock exchanges and other organised markets; and (iii) the act or transaction in question must not constitute a criminal offence. A pecuniary benefit need not be obtained for an act to be so characterised; however, where such a benefit is established, it will be factored into the determination of the quantum of the administrative monetary fine. Inexplicability by reference to a reasonable economic or financial rationale: For a transaction or action to be characterised as a market abuse action, it must not be capable of justification by reference to ordinary investment behaviour or rational economic grounds. In this context, the assessment focuses on whether the transactions carried out by the investor are grounded in legitimate investment rationales such as portfolio management, risk mitigation, the discharge of collateral obligations, or fundamental and technical analysis. Where the transactions cannot be explained by reference to an economic purpose and are inconsistent with prevailing market practices and investor behaviour, this criterion will be regarded as met. Being of a nature capable of disrupting the confidence, transparency, and stability of exchanges and other organised markets: The transaction or action must be capable of undermining the orderly functioning of the market, distorting the price formation process, or generating a false impression with respect to supply and demand conditions. The act not constituting a criminal offence: Market abuse actions are classified as administrative infractions (misdemeanours) in terms of their legal character. Accordingly, where the relevant act simultaneously constitutes a capital markets offence under criminal law, the provisions of criminal law, rather than the provisions governing administrative infractions, shall take precedence. Market Abuse Actions: Communiqué on Market Abuse No. VI-104.1, Articles 5/1 and 6 The categories of market abuse action are set out in detail under the Communiqué on Market Abuse No. VI-104.1 (‘Communiqué No. VI-104.1’). Within this framework, the present analysis considers ‘market abuse actions related to orders or transactions’ and ‘market abuse actions committed through communication or correspondence’, as respectively governed by Articles 5 and 6 of Communiqué No. VI-104.1. Market Abuse Actions Related to Orders and Transactions (Communiqué No. VI-104.1, Article 5/1) For Article 5/1 of Communiqué No. VI-104.1 to be applicable, in addition to the conditions set out under Article 104 of the CML being satisfied, two further requirements must be met: (i) an act having a material or significant effect on the markets must have been carried out; and (ii) such act must have resulted in at least one of the following three alternative consequences: (i) disruption of market confidence, transparency, or stability; (ii) the creation of a misleading impression; or (iii) the impairment of fair price formation. It must further be established that the relevant act is the direct and proximate cause of the consequence in question. The infraction may be committed by a single person or by persons acting in concert. Subparagraph (a) Purchases/sales, account transfers, and order submission/cancellation/amendment: These constitute the core trading activities encompassing the entire process from the placement of an order through to the completion of settlement. Order submission refers to buy or sell instructions communicated by investors to investment firms, whether in written or oral form; order cancellation refers to the withdrawal of an order that has not yet been executed; and order amendment refers to the modification of elements such as price or quantity in respect of an order that has not yet been executed, within the framework of Article 29/2 of the Borsa İstanbul A.Ş. Regulation on the Principles of Exchange Activities. Subparagraph (b) Placement of orders at different price levels: This conduct involves placing orders simultaneously or consecutively at different price levels in respect of the same capital markets instrument. Subparagraph (ç) Self-trading or matched orders (wash trades): Self-trading denotes fictitious transactions effected by a person acting simultaneously as both buyer and seller across their own accounts, which do not give rise to any genuine transfer of ownership in the capital markets instrument[ii] In the context of supervisory reviews, the brevity of the intervals between order submissions is regarded as a significant indicator that the transactions lack a reasonable economic rationale and are executed with the intention of disrupting the market[iii]. Such conduct is characterised as market abuse by virtue of its capacity to generate artificial trading volume and price distortion, thereby misleading third parties. Subparagraph (d) Transactions directed at influencing opening or closing prices: This category encompasses practices such as order stacking (layering) at the end of a trading session, or the artificial manipulation of the closing price through low-volume orders, typically with a view to reversing the price on the following trading day in order to realise a profit. Subparagraph (f) Transactions directed at artificially increasing, decreasing, or stabilising prices: These involve deliberate attempts to drive prices upward or downward, or to peg them at a particular level, by placing buy orders above or sell orders below the prevailing market price. In 2025, fines imposed pursuant to Article 5/1 of Communiqué No. VI-104.1 ranked third by frequency, encompassing 35 separate infringements, whilst ranking first by aggregate monetary value, reaching TRY 2,123,062,592.24. This figure represents approximately 79% of all administrative monetary fines imposed during 2025. The highest fine levied against a single natural or legal person within this category amounted to TRY 362,123,139.86. Market Abuse Actions Committed Through Communication (Communiqué No. VI-104.1, Articles 6/1 and 6/4) Pursuant to Article 6/1 of Communiqué No. VI-104.1, the following conduct is characterised as a market abuse action: furnishing false, inaccurate, or misleading information; spreading rumours; publishing news items; making material event disclosures; issuing commentary; or preparing reports that may influence the price or value of capital markets instruments or the investment decisions of market participants. Following a legislative amendment introduced in 2017, the characterisation of such acts as market abuse actions was made subject to an additional condition. Accordingly, the mere creation or dissemination of false or misleading information is no longer considered sufficient in itself; it is further required that the persons engaging in such conduct have placed orders or executed transactions in the relevant capital markets instrument either before or after such conduct. Put differently, the behaviour directed at influencing the market through misleading information must be demonstrably connected to the offender’s own transactions in the capital markets instrument concerned. Article 6/4 of Communiqué No. VI-104.1 further designates as a market abuse action the conduct of persons who, through mass media platforms such as newspapers, television, the internet, or analogous channels, publish commentary or investment recommendations on capital markets instruments and subsequently engage in transactions contrary to those recommendations; whether before revising them or, in any event, within five business days of doing so. By way of illustration, where a person who has issued a buy or hold recommendation in respect of a capital markets instrument thereafter executes a sale within that period, or where a person who has issued a sell recommendation subsequently carries out a purchase, such conduct falls within the scope of this provision. The overriding purpose of this provision is to prevent individuals from steering market participants in a particular direction through mass media platforms and thereafter securing illegitimate gains by assuming contrary positions, thereby preserving investor confidence in the integrity of the capital markets. On the basis of 2025 data, infringements of Articles 6/1 and 6/4 of Communiqué No. VI-104.1 represent the most frequently sanctioned category of violation, with 88 individual fines having been imposed. The aggregate amount of administrative monetary fines levied for these infringements reached TRY 190,966,790.36. The highest individual fine imposed on a single natural or legal person within this category amounted to TRY 16,973,240.42 and was imposed in connection with a social media-driven buy-and-sell manipulation scheme. Breaches of Disclosure Obligations The Communiqué on Material Events Disclosures No. II-15.1 (‘Communiqué No. II-15.1’) imposes upon listed companies and capital markets institutions an obligation to disclose, fully and without delay, all information capable of influencing investors’ investment decisions, by publishing such information on the Public Disclosure Platform (‘PDP’). This regulatory framework is premised on the recognition that the reduction of information asymmetry facilitates the efficient functioning of capital markets[iv]. Disclosure of Inside Information (Art. 5): For the disclosure obligation to be triggered under this article, the information in question must satisfy the definition of ‘inside information’, that is, information that has not yet been made public, relates to a specific financial instrument, and is of a character that could influence the investment decisions of a reasonable investor. Such information encompasses facts, events, and developments that may confer an informational advantage upon those in possession of it over other market participants, and that may affect the value, price, or investment decisions of investors once disclosed[v]. The fact that the information has not yet attained a definitive character does not, of itself, extinguish the disclosure obligation. However, for the obligation to be engaged, the information must relate to existing circumstances or events, or to those that may reasonably be anticipated to occur, and must be sufficiently specific to permit an assessment of their potential impact on the value, price, or investment decisions of investors in relation to the relevant capital markets instrument. Transaction Notifications (Art. 11): Pursuant to this article, persons discharging managerial responsibilities, persons closely associated with them, and the controlling shareholder of the issuer are required to make public disclosure of their transactions in the issuer’s shares and in capital markets instruments derived from such shares. No disclosure obligation arises, however, unless the aggregate value of transactions effected within a calendar year reaches TRY 12,000,000[vi] (as applicable for 2025). Once this threshold is exceeded, all transactions effected from the transaction by which the threshold was first crossed must be disclosed. The same notification requirement applies to transactions in capital markets instruments other than the issuer’s publicly offered shares. Timely and Complete Disclosure (Art. 23): This provision requires that, where a material development occurs, it must be disclosed to the public without delay (Art. 23/2), and that existing disclosures must be updated where a subsequent development arises that affects the content of a previously published disclosure (Art. 23/7). Information relating to changes in capital structure or management control must be disclosed no later than the morning of the third business day following the occurrence of such change. All disclosures must be submitted using the designated forms available on the PDP. Character of Disclosure (Art. 24): This article requires that public disclosures be complete, clear, and non-misleading. Article 24/3 expressly prohibits misleading disclosures and encompasses not only statements containing false information, but also those that, whilst factually accurate, generate an overall misleading impression by reason of being incomplete or selectively presented. Given that levels of financial literacy may vary considerably among investors, the standard to be applied in evaluating the clarity and adequacy of disclosures should be that of the reasonably informed average investor[vii]. In 2025, infringements of Communiqué No. II-15.1 ranked second by frequency, with 38 individual fines and a total aggregate amount of TRY 45,767,658.40. The highest fine imposed on a single natural or legal person within this category amounted to TRY 5,833,734.00. It is worth noting that, in 2025, infringements were not confined to delayed disclosures; misleading disclosures in terms of content were equally subject to enforcement action on a frequent basis. Conclusion The 2025 data clearly illuminates the priorities underlying the Board’s administrative enforcement policy: the fact that approximately 79% of total administrative monetary fines, surpassing TRY 2.69 billion in aggregate, derive exclusively from market abuse actions based on orders or transactions is indicative of the intensity of regulatory supervision in this domain and of the Board’s resolute commitment to deterrence. By contrast, communication-based market abuse actions and violations of public disclosure obligations stand out as the most frequently sanctioned categories of infringement by reference to the number of individual fines imposed. Prior to the imposition of an administrative monetary fine under the CML, the person concerned must be given the opportunity to submit a defence. Once the administrative sanction decision has been notified, natural and legal persons may challenge the administrative monetary fine before the competent administrative courts. Against this backdrop, maintaining robust compliance frameworks and effective internal control mechanisms has become essential for capital markets participants, not only to minimise the risk of administrative sanctions and financial exposure but also to safeguard institutional reputation. As the Board’s enforcement record demonstrates an increasingly proactive posture on the part of the Board, the 2025 administrative monetary fine data warrants consideration not solely as a retrospective empirical record, but as a substantive predictor of the regulatory and supervisory priorities that are likely to shape the enforcement landscape in subsequent periods.   [i] The Board’s 2025 Bulletins: https://spk.gov.tr/spk-bultenleri/2025-yili-spk-bultenleri?s=1 [ii] Communiqué No. VI-104.1 on Market Abuse Actions, Article 3(1)(g) [iii] Tok, Ahmet: Sermaye Piyasası Hukukunda Piyasa Bozucu Eylemler, İstanbul, 2023, p. 150. [iv] Memiş, Tekin / Turan, Gökçen: Sermaye Piyasası Hukuku, Ankara 2022, p. 49. [v] Board, Guide on Material Event Disclosures, p. 4. [vi] As of 2026, the relevant amount has been set at TRY 15,000,000. [vii] Gürler, E. Hazal: Hukuki Açıdan Sermaye Piyasasında Özel Durum Açıklamaları, İstanbul, 2023, p. 168.

We are pleased to announce that Erdem & Erdem represented CoreX in obtaining a $180 million bridge loan from JP Morgan to finance the acquisition of BHP's copper and gold mining operations in Brazil. The Erdem & Erdem team was led by Partner and Head of Banking, Finance and Capital Markets Ceren Şen, with support from Associate Orhan Emin Erdem.

Introduction The Turkish Competition Authority’s (“TCA” or the “Authority”) inquiries, preliminary investigations, full investigations, merger control as well as exemption and negative clearance reviews conducted under the Law No. 4054 on the Protection of Competition (“Law No. 4054”) rely heavily on information and documents submitted by/requested from undertakings. The power to request information is therefore fundamental to the Authority’s ability to carry out effective supervision and to reach sound, well-grounded decisions[1]. This investigative tool enables the Turkish Competition Board (the TCA’s decisive body, “TCB” or the “Board”) to adopt fair and transparent decisions based on accurate, complete, and up-to-date information. In practice, the Board assesses undertakings’ conduct on the basis of the information gathered during the process and the cross-check of the same, exercising its information-request powers within a framework drawn from both the Law and secondary legislation. This information note examines the scope of the TCA’s power to request information and the consequences of providing false or misleading information to the Authority, in light of Law No. 4054, secondary legislation, and the TCB’s established case law. It attempts to cover all aspects of the topic with a particular focus on the undertakings’ responses to the TCA’s requests for information (RFIs). Legal Framework: The TCA’s Power to Request Information The Authority’s power to request information is primarily grounded in Article 14 of Law No. 4054. The official English version of the provision reads as follows: “Request for Information Article 14 – In carrying out the duties assigned to it by this Act, the Board may request any information it deems necessary from all public institutions and organizations, undertakings and associations of undertakings. These authorities, officials of undertakings and associations of undertakings are obliged to provide the requested information within the period to be determined by the Board.” This provision empowers the Board to seek information not only from private undertakings but also from all public bodies and associations of undertakings. The Board routinely relies on this authority across preliminary inquiries, full investigations, and merger and acquisition reviews, ensuring that its assessments are based on accurate and timely data. Article 44 of Law No. 4054, titled “Collecting Evidence and Informing the Parties,” also refers to the use of information-request powers specifically within the investigation phase. By explicitly listing information-request letters among the Board’s evidentiary tools, this provision strengthens both the legal and practical basis of the Board’s authority in this regard. The administrative monetary fines applicable in cases of non-compliance with the information-provision obligation set out in Article 14 of Law No. 4054 are detailed in Articles 16 and 17 of the Law No. 4054: (I) Under Article 16(1)(a), if an undertaking provides false or misleading information in exemption or negative clearance applications, or in authorization applications for mergers and acquisitions, the Board imposes an administrative fine of one per thousand of the undertaking’s annual gross revenues. (II) Similarly, under Article 16(1)(c), providing incomplete, false or misleading information and not providing the information within the deadline - or failing to provide any information at all - in the implementation of Articles 14 and 15 (information requests and on-site inspections) is also subject to the same type of administrative fine. (III) Pursuant to Article 17(1)(c), if the requested information or document is not provided within the period determined by the Board, undertakings may face a daily administrative fine of five per ten thousand of their annual gross revenues. The Board’s power to request information is regulated not only under the Law, but also in detail under the Communiqué No. 2010/4 on Mergers and Acquisitions Calling for the Authorization of the Competition Board (“Communiqué No. 2010/4”). Article 15 of the Communiqué expressly states that, during the assessment of concentration transactions, the Board may exercise its information-request powers within the meaning of Article 14 of Law No. 4054. Furthermore, Article 10(3) of Communiqué No. 2010/4 provides that where the parties to a transaction submit false or misleading information in the notification form, they are subject to an administrative fine pursuant to Article 16 of Law No. 4054. This rule strengthens the obligation to ensure that merger notifications are accurate and complete. Under Article 11, if the parties provide incomplete or incorrect information, the notification is deemed to have been made only on the date when the missing or corrected information is submitted. As a result, incomplete or misleading submissions may not only lead to administrative fines but may also prolong the notification process. More importantly, Article 16 of Communiqué No. 2010/4 authorizes the Board to re-examine a transaction where an approval decision was based on false or misleading information. In such a case, the Board may revoke an approval granted on the basis of inaccurate information. Accordingly, inaccuracies in the information submitted during merger control proceedings can result not only in monetary penalties but also in consequences serious enough to invalidate the Board’s clearance decision. Article 13 of Law No. 4054 provides that exemption or negative clearance decisions may be withdrawn if they were granted on the basis of incorrect or incomplete information. Where the inaccuracy or omission results from the undertaking’s fraud or intent, the decision in question is deemed to have “never been taken”. The Board does not allow decisions adopted on the basis of false or misleading information to remain in effect and prioritizes safeguarding the integrity of the decision-making process[2] Importance of the Accuracy and Completeness of Information Procedurally, providing incorrect information is treated as an independent infringement, regardless of whether the false information actually influenced the Board’s final decision or whether the undertaking is ultimately found to have infringed competition in the market. The core rationale behind sanctioning misleading information is to ensure that the Board can access accurate, reliable, and complete facts when carrying out its assessment. In its decision No. 09-46/1154-290, the Board articulated this principle as follows[3]: “By imposing a separate sanction for providing false or misleading information—irrespective of whether the conduct under review constitutes an infringement—the Competition Board ensures its ability to obtain accurate information. If the provision of false or misleading information were to be linked to the existence of a substantive infringement, this would lead to the unacceptable conclusion that no penalty should be imposed in cases where a substantive violation cannot be established or, for instance, where no investigation is initiated following a preliminary inquiry.” The Board has emphasized in various decisions that information requests issued under Article 14 serve the purpose of enabling the Authority to make findings that either substantiate or refute the allegations at issue. Accordingly, compliance with deadlines and the obligation to provide complete information are, in themselves, of fundamental importance[4]. As explicitly stated in the Board’s decision 18-04/64-37, merger and acquisition notifications are assessed on the basis of the information submitted by the notifying parties; any assumption to the contrary (such as treating every piece of information with suspicion) would contradict the very philosophy of the notification system[5].. In the same decision, the Board underscores that the information submitted in exemption, negative clearance, and merger/acquisition notifications must be “genuine, accurate, and reliable”, and that this constitutes a clear obligation for the notifying parties. This principle is further elaborated in decision 10-24/339-123[6], where the Board states: “Leaving aside the practical competition-law implications and considering the issue theoretically, merger and acquisition reviews are conducted essentially on the basis of the file and the information provided by the notifying undertakings, and the Board’s decisions are issued accordingly. This approach contributes, on the one hand, to the effective use and allocation of public resources and, on the other hand, to ensuring that the commercial activities of undertakings are not significantly disrupted—thus serving the overarching objective of administrative action, namely the ‘public interest.’ In this regard, providing complete and, more importantly, accurate and reliable information in the notification form is a duty of the notifying parties.” A similar emphasis appears in the Board’s decision 08-62/1017-393[7]: “Merger and acquisition reviews are conducted essentially on the basis of the case file and the information provided by the notifying undertakings, and the Board’s decisions are rendered accordingly. This approach contributes, on the one hand, to the effective management and use of public resources and, on the other hand, to ensuring that the commercial activities of undertakings are not significantly disrupted—thus serving the fundamental purpose of administrative action, namely the ‘public interest.’ In this regard, providing complete and, more importantly, accurate and reliable information in the Notification Form is a duty of the notifying parties.” The same principle has been affirmed in the case law of the 13th Chamber of the Council of State[8], which has held that Article 16 of the Law No. 4054 aims to “enable the Board to reach swift decisions based on accurate information without requiring an additional round of inquiry, and to deter similar conduct in the future”. The Council of State thus clearly establishes that the information submitted by notifying parties must be sufficient, genuine, accurate, and reliable. Definition and Scope of False or Misleading Information When determining whether a submission constitutes false or misleading information, the Turkish Competition Board focuses on whether the information objectively contradicts the facts. The Board does not take into account the undertaking’s intent or the potential of the information to influence the final decision. This principle is clearly articulated in the Board’s decision 13-72/997-428[9]: “As explicitly stated in the Competition Board’s decisions 08-54/847-338 and 10-24/339-123, and in the Council of State’s 13th Chamber decisions 2009/869 E., 2012/3794 K. and 2009/1523 E., 2012/3795 K., the mere submission of false or misleading information or documents is sufficient for determining the existence of a violation and imposing an administrative fine. Neither the presence of intent—such as an aim to deceive or mislead—nor the ability of the false or misleading information to influence the Board’s decision is required. In other words, the existence of a statement that contradicts the facts is, by itself, sufficient to establish that false or misleading information has been submitted.” Another decision of the Board[10] likewise underscores the necessity of accurate information for the proper functioning of the system: “In exemption, negative clearance, and merger/acquisition notifications submitted to the Authority, the review is essentially conducted on the basis of the file and the information provided by the notifying undertakings, and the Board’s decisions are rendered accordingly. Therefore, in such notifications, the information submitted by undertakings must be genuine, accurate, and reliable; this constitutes an obligation for the notifying party. Indeed, in its judgment dated 13 December 2012 (E.2009/869, K.2012/3794), the 13th Chamber of the Council of State emphasized that with the provision set out in Article 16 of Law No. 4054, the legislator clearly intended ‘to enable the Board to reach swift decisions based on accurate information without requiring an additional round of inquiry, and to deter similar conduct.’ In the same judgment, the Court further held that ‘the information contained in the documents submitted must be sufficient and, more importantly, genuine, accurate, and reliable,’ thereby outlining the scope of the notifying undertaking’s responsibility.” Below are the examples of actions deemed to be false, misleading, or incomplete by the TCB in its reasoned decisions. Distortion of Financial and Quantitative Data Cases in which undertakings submit market size, turnover, market share, production volumes, or information on the presence of rival facilities that is inaccurate, incomplete, or inconsistent constitute the clearest examples of providing false or misleading information. Example 1: Omya (Decision No. 08-62/1017-393[11])– Incorrect Sales Volumes and Market Information In the notification process concerning a proposed acquisition, Omya submitted inconsistent, contradictory, and misleading information, particularly regarding sales made to the Aegean Region and the production capacities of rival firms. The Board identified significant discrepancies between the data submitted by Omya and the information obtained directly from Komsar: “The discrepancy between the total sales figures stated in Omya’s submission—claimed to represent the sum of sales made from Komsar’s Aydın and Aksaray plants to the Aegean Region—and the information obtained directly from Komsar is of critical importance for determining the parties’ combined market share in the Aegean Region. Accordingly, Omya’s representative was asked, by letter dated 18.08.2008 and numbered 2968, to resolve this inconsistency and to provide supporting documentation. … Regardless of the specific reason, the fact that the true sales figures of Komsar to the Aegean Region could not have been obtained without a face-to-face meeting conducted by the rapporteurs, and that such information should have been known by Omya—or was readily accessible without any difficulty—means that the data submitted by Omya in its letter dated 24.07.2008 concerning total sales by Komsar (including those from the Aksaray plant) to the Aegean Region must be considered misleading. Since it’s capable of misleading the Board regarding the competitive structure, this information was deemed to be misleading in nature.” Example 2: Akzo Nobel (Decision No. 10-24/339-123[12]) – Failure to Report Turnover Figures In the merger notification, one of the parties failed to report its turnover relating to liquid metal coatings. Although the undertaking argued that the omission stemmed from uncertainties regarding the definition of the relevant product market, the Board held that this did not justify the failure to provide the required information: “It must once again be emphasized that there is no defensible link between the different market definitions discussed in several European Commission decisions concerning undertakings active in the same sector, and the failure to report—regardless of the reason—the turnover relating to liquid metal coatings amounting to approximately (… ) TL. Moreover, as stated by the rapporteurs, the act of providing false or misleading information is independent of the market definition; had the relevant product market been identified as the metal coatings market, the failure to report turnover relating to that market—an essential element of the assessment under Communiqué No. 1997/1 on Mergers and Acquisitions Requiring the Approval of the Competition Board—would undoubtedly constitute a significant omission capable of influencing the Authority’s decision.” Example 3: Biota (Decision No. 25-07/157-79[13]) – Misleading Sales Figures and Incomplete Financial Information In its Biota decision, the Board emphasized that inaccuracies in financial and operational data submitted by undertakings can undermine the integrity of the competitive assessment and may have serious consequences. The decision cites earlier precedents and recalls similar examples from different sectors: “An examination of the Board’s previous decisions shows that: In the decision concerning the poultry sector, although TADPİLİÇ stated in its first written defense that its sales were predominantly made abroad, the sales data it submitted related solely to domestic sales. When this discrepancy was brought to the attention of the undertaking during a meeting with its representatives, no correction was made, and since the same error was repeated in the second written defense, an administrative fine was imposed pursuant to Article 16(1)(c) of Law No. 4054. In the Farmasi decision, the information submitted regarding the duration of the infringement and the relevant contractual documents did not reflect the truth, and the figures relating to resale for export purposes differed across documents. These acts were deemed to constitute the submission of false or misleading information or documents, and separate administrative fines were imposed for each act under Article 16(1)(c) of Law No. 4054.” The Board further noted that in earlier decisions such as decision concerning to Poultry Sector[14], Martı decision[15], Farmasi decision[16], and decision pertaining to Private Schools[17], the submission of inaccurate information relating to concrete, objective data—such as sales figures, subscription and per-minute fees, resale-for-export amounts, or additional-lesson fees—was consistently treated as providing false or misleading information, leading to administrative fines under Article 16(1)(c). In the Biota decision, the Board made clear that incorrect financial data is not regarded merely as a technical error, but rather as an infringement capable of undermining the effective enforcement of competition law. Referring to its previous precedents, the Board stressed that undertakings must submit complete and accurate information regarding sales, turnover, costs, and duration. As the Board put it, inaccuracies in such concrete data “undermine the analytical foundation on which the reports are based” and are therefore capable of directly affecting the correctness of the final decision. Concealment or Alteration of Documents Concealing contracts or legal arrangements that reflect anti-competitive practices, or altering such documents before submitting them to the Authority, is also considered a form of providing misleading information. Example 1: CNR (Decision No. 09-46/1154-290[18]) – Concealing the Facts Through Fictitious Back-Dated Contracts In this case, CNR—active in a market in which it held a dominant position—was found to have refused to allocate exhibition space to its rival NTSR. To conceal this refusal-to-supply conduct, CNR claimed that the requested dates were already booked and attempted to substantiate this claim by preparing sham, back-dated contracts with companies within its own economic group. The Board summarized its findings as follows: “CNR responded to NTSR’s requests for exhibition space by stating that the requested dates had already been rented for other fairs. It was subsequently asked to indicate to which organizers these dates had allegedly been allocated. The information provided appeared to show that the dates requested by NTSR had been allocated to companies belonging to the same economic entity as CNR. This prompted a renewed examination at the preliminary-inquiry stage as to whether the dates were indeed fully booked. Following the review—and in particular after retrieving e-mail correspondence with Gökçen Law Office, the details of which are set out under finding I.4.1.—it was established that CNR had executed sham, back-dated contracts with companies within its own group to avoid allocating space to NTSR.” The Board applied an administrative fine under Article 16(1)(c) of Law No. 4054. Example 2: Yaşam Özel Sağlık (Decision No. 08-08/92-32[19]) – Misrepresentation of the Timing of the Transaction When notifying the acquisition of Yaşam Özel Sağlık, Fresenius Medical Care (“FMC”) represented that the transaction would be completed following the approval of the Competition Board. However, the Board’s review revealed that the acquisition had, in fact, been completed before the notification was submitted: “As established during the review—and as previously noted—the share transfer and the change in the board of directors were carried out by resolutions of the company’s Administrative Board dated 28.03.2007, and these resolutions were registered on 13.04.2007. The parties later stated that the acquisition had been completed on 12.04.2007. Accordingly, the transaction had already been completed as of the notification date. Nevertheless, rather than informing the Competition Authority that the transaction had already taken place, the parties used expressions in the notification petition and in several sections of the Notification Form (Articles 1.3, 2.1, 2.2, etc.) such as ‘FMC intends/plans to acquire Yaşam,’ ‘the structure envisaged following the transaction,’ and ‘the transaction will be completed after the Board’s approval,’ thereby providing misleading information. Moreover, the parties refrained from submitting accurate information to the Competition Authority for approximately three and a half months while the review and the deficiencies were ongoing. In light of these findings, the notifying party FMC was deemed to have submitted misleading information and, pursuant to Article 16(1)(a) of Law No. 4054, an administrative fine of 3,432 YTL was imposed on Fresenius Medical Care Turkish Holding BV.” Example 3: Kentkart (Decision No. 06-63/859-249[20]) – Applying for Clearance for an Agreement That Had Already Been Terminated Kentkart applied to the Board for a negative clearance or exemption in relation to an agreement that it had already terminated. This amounted to a false or misleading representation regarding the legal validity of the agreement: “It was decided, by majority vote, that submitting a notification for negative clearance or exemption concerning an agreement that had already been terminated by Kentkart İşletme Sanayi ve Ticaret Ltd. Şti. constituted the submission of misleading information. Accordingly, an administrative fine of 3,184 YTL was imposed on Kentkart İşletme Sanayi ve Ticaret Ltd. Şti. pursuant to Article 16(1)(a) of the Law No. 4054 and Communiqué No. 2006/1.” Example 4: Bimaş (Decision No. 06-02/48-9[21]) – Misrepresentation of the Agreement’s Actual Implementation In its negative clearance/exemption application, Bimaş submitted misleading statements concerning the way the agreed conditions for the sale of advertising space were implemented in practice. In particular, the commitments and explanations provided in the notification form regarding the implementation of the agreement did not reflect the actual conduct: “Since the statements in the notification form regarding the implementation of the agreement did not correspond—even for a limited period—to how the agreement was applied in practice, and thus constituted the submission of false and misleading information, Bimaş Birleşik Medya Pazarlama A.Ş. was fined 2,908.05 YTL pursuant to Article 16(1)(a) of Law No. 4054 and Communiqué No. 2002/1.” Example 5: Sürücü Kursları Derneği (Decision No. 10-25/350-124[22]) – Submission of an Agreement Containing Omissions When the Board requested the protocol concluded among the Sivas Private Driving Schools Association, the text submitted by the Association was found to contain omissions and discrepancies when compared with the original version. This constituted an attempt to conceal the true legal framework of a cartel-type arrangement (including a quota pool and penalty mechanisms): “The text submitted by the Association contains omissions and differences compared with the Protocol signed in 2008, as indicated in the information-request letter. It was concluded that the Association acted with the intent of providing misleading information, and that its submission of incomplete and misleading information/documents falls within the scope of Article 16(1)(c) of Law No. 4054. Accordingly, an administrative fine corresponding to one per thousand of its turnover was imposed on the Sivas Private Driving Schools Association.” Example 6: UNTAD (Decision No. 23-39/730-251[23]) – Concealing Anti-Competitive Clauses in Contracts In the UNTAD decision, the Board found that the undertaking had submitted contract texts from which anti-competitive clauses had been removed. This amounted to the provision of false or misleading information: “During the preliminary inquiry, UNTAD submitted, with its letter dated 16.06.2023 and numbered 39721, a dealership agreement dated 10.05.2023 and numbered 001-2023-005, executed between UNTAD and PERLA. This agreement appeared to be the same contract obtained during the on-site inspection. However, the provisions relating to resale price maintenance and non-compete obligations (…) were absent from the version submitted by UNTAD. An assessment of this issue, together with the price-fixing provisions forming the subject matter of the Board’s decision, shows that the contracts submitted to the Authority had been prepared by removing the anti-competitive clauses present in the original contracts, and that discrepancies existed between the contracts submitted to the Authority and those obtained during the on-site inspection. Given that undertakings are required to submit accurate, complete, and truthful information and documents as part of the Authority’s exercise of its statutory powers, the inconsistency between the contracts submitted by UNTAD and the original contracts is considered to fall within the scope of providing false or misleading information.” The Board’s case law demonstrates that providing misleading information—whether through deliberate distortion of contractual and legal circumstances (such as the timing of a merger or the validity of an agreement) or through the submission of incomplete, inaccurate, or contradictory economic data (such as turnover, market share, or sales volumes)—is subject to sanctions under Article 16 of Law No. 4054. In both scenarios, the underlying intent is the same: preventing the Board from conducting its assessment on the basis of accurate, truthful, and reliable information. Absence of Intent (Mens Rea) and “Ability to Influence the Board’s Decision”: Objective Liability The case law of both the Competition Board and the Council of State converges on the principle of objective liability: where false or misleading information is submitted, sanctions under Article 16 may be imposed without requiring intent, and without examining whether the information had the ability to influence the Board’s decision. In decision 10-24/339-123, the Board identified this as one of the core principles defining the scope of false information[24]: “An examination of the wording and the rationale of Article 16 of Law No. 4054 shows that no distinction is made between false or misleading information provided negligently or intentionally. Accordingly, the Board is not granted any discretionary room to consider mitigating or aggravating factors such as: – whether the false or misleading information was submitted intentionally or negligently, – whether the notifying undertaking gained a benefit, – whether the false information had a negative or positive effect on the outcome of the notification. To the contrary, undertakings that provide false or misleading information—whatever the reason—are subject to administrative fines.” Similarly, in the Board decision 13-72/997-428[25], drawing on decisions 08-54/847-338[26]  and 10-24/339-123[27], as well as Council of State 13th Chamber decisions 2009/869 E., 2012/3794 K. and 2009/1523 E., 2012/3795 K., the Board reaffirmed the principle in clear terms: The mere submission of a false or misleading document is sufficient. No intent to deceive is required. The ability of the false information to influence the Board’s decision (“misleading capacity”) is irrelevant. The existence of a statement that contradicts the facts is, by itself, adequate to establish a violation. The Uzel decision (12-68/1684-619[28]) reached the same conclusion based on the wording and rationale of Article 16: no distinction is made between negligence and intent; what matters is that the information is false or misleading; intent, benefit, or effect on the outcome do not create a separate field of discretion. In GIC Blackstone decision (18-04/64-37[29]), the Board—referring to Article 9 of the Misdemeanours Law—emphasized that misdemeanours can be committed intentionally or negligently; therefore “the fact that false information was not provided intentionally” does not remove liability. By reference to decision 10-24/339-123[30], the Board reaffirmed that intent is not determinative in the imposition of a fine. While the general framework is objective, the Board’s Türk Telekom decision (21-46/667-332[31]) reflects an exceptional evaluation. There, the Board concluded that the incorrect information resulted from the inexperience of the relevant personnel and that the information had not been provided “as it should have been” due to an inadvertent error; accordingly, no administrative fine was imposed. This does not indicate that intent is required; it merely shows that, in highly exceptional circumstances, the Board may use its discretion where an error is purely technical or human in nature. Indeed, in 18-04/64-37[32], the Board clarified that translation errors may be considered within the scope of negligence, but this does not alter the finding of false or misleading information. The Requirement to Submit Information “in a Timely Manner” As explained above in setting out the legal framework, pursuant to the second paragraph of Article 14 of Law No. 4054, the information and documents requested by the Turkish Competition Authority must be submitted within the determined time limit/deadline. Where the requested information and documents are not submitted within the prescribed period—or are not submitted at all—two types of administrative monetary fines may be imposed: (i) under Article 16(1)(c), an administrative fine amounting to one per thousand of the undertaking’s turnover generated in the preceding financial year; and (ii) under Article 17(1)(c), an administrative fine amounting to five per ten thousand of the undertaking’s turnover generated in the preceding financial year for each day during which the information is not submitted. The preamble of Article 17 clearly reflects the legislator’s deliberate choice to impose both a fixed turnover-based fine and a daily, time-based periodic fine in cases where information is not submitted in a timely manner (or is not submitted at all): “In order for the Board to implement its decisions and measures, it requires a coercive power in addition to those set out in Article 16. This coercion must be such that the undertaking finds it beneficial to comply with the decision or measure as soon as possible. The most effective way to achieve this is to impose a monetary fine for each day during which the decision or measure is not complied with. This approach encourages undertakings to comply with decisions without delay.”[33] Example 1: The Novonesis Decisions (25-13/297-140 and 25-22/535-351[34]) By its decision dated 27 March 2025 and numbered 25-13/297-140, the Turkish Competition Board decided to impose administrative monetary fine on Novonesis A/S and its subsidiaries due to their failure to submit certain information and documents requested by the Authority within the prescribed deadline in the course of an ongoing investigation. The Board found that certain contracts had not been submitted at all, while others had been entered into the Authority’s records only after the expiry of the deadline for the submission. Accordingly, the Board ruled that, starting from 8 March 2025—the day following the final submission deadline of 7 March 2025—and continuing until the deficiencies were remedied, a daily administrative monetary fine amounting to five per ten thousand of Novonesis’ annual gross revenue should be imposed pursuant to Article 17(1)(c) of Law No. 4054. In the subsequent phase of the process, the compliance submissions submitted by Novonesis to the Authority were reviewed. While certain deficiencies were remedied, it was determined that some information and documents were not submitted on the grounds that they “could not be found.” By its decision dated 12 June 2025 and numbered 25-22/535-351, the Board concluded that the missing information and documents had not been fully submitted. Nevertheless, taking into account that the information concerning the relevant sales conditions had been de facto obtained within the file, the Board decided to suspend the administrative monetary fine as of 28 May 2025. Accordingly, a daily administrative monetary fine was imposed on Novonesis for a total period of 81 days, covering the period between 8 March 2025 and 28 May 2025. Example 2: The Apex Decisions (20-32/410-187, 20-34/451-199, 20-38/528-236[35]) By its decision dated 2 July 2020 and numbered 20-32/410-187, the Board imposed an administrative monetary fine on Apex Teknik Tekstil ve Sağlık Ürünleri San. Tic. Ltd. Şti. (“Apex”), a fabric and mask manufacturer, due to its failure to timely provide the information requested concerning fabrics used in mask production during the COVID-19 pandemic. As stated in the decision, Apex was served with two separate information requests—one in its capacity as a fabric supplier and another as a mask manufacturer. Following Apex’s failure to submit the requested information within the prescribed deadlines, the Authority contacted Apex by telephone on multiple occasions. Although Apex eventually submitted the information and documents, the responses were found to be incomplete. Consequently, Apex was fined one per thousand of its turnover pursuant to Article 16(1)(c) of Law No. 4054 and, for the 12-day delay in providing the information, an additional fine amounting to twelve times five per ten thousand of its turnover. Following this sanction, the Board granted Apex an additional period to complete the missing information; however, the deficiencies were not remedied within the granted period. As stated in the decision, the Board formed the opinion that “Apex failed to exercise even the minimum degree of diligence required to obtain the requested information, thereby preventing a full and accurate assessment of the allegations and findings within the scope of the investigation.” Due to the continued failure to remedy the deficiencies, the Board re-imposed the administrative monetary fine. By its decision dated 17 July 2020 and numbered 20-34/451-199, the Board ruled that Apex would be subject to a daily administrative monetary fine amounting to five per ten thousand of its turnover for each day until the missing information was completed. Apex ultimately did not complete the requested submissions. The Authority obtained the necessary information from other parties to the investigation, as well as from other fabric and mask manufacturers and fabric importers, and prepared the investigation report dated 7 August 2020 and numbered 2020-3-018/SR. Accordingly, the Board concluded that the information was no longer required as of the date of the investigation report and that administrative monetary fine should be imposed for a period of 30 days pursuant to Article 17(1)(c). By its decision dated 20 August 2020 and numbered 20-38/528-236, the Board imposed an administrative monetary fine on Apex amounting to 30 days × five per ten thousand of its turnover. Key Takeaways The framework established by Articles 14, 16, and 17 of Law No. 4054 and by Communiqué No. 2010/4 ensures that the Board can carry out swift, effective, and deterrent competition-law enforcement based on accurate and complete information. Because inquiry and investigation processes rely heavily on information provided by undertakings, the requirement to submit accurate information is not merely a procedural obligation—it is a structural safeguard essential to maintaining the integrity of the competition law system. Accordingly, imposing sanctions for false, misleading or missing information regardless of whether it affected the Board’s decision or whether the undertaking acted intentionally is a consistent and deliberate choice rooted in both case law and legislative intent. The Board’s established case law makes clear that actions such as submitting incomplete or contradictory data, misrepresenting legal or factual circumstances, altering contractual provisions, or concealing the timing of a transaction can undermine the accuracy of every stage of the assessment—from market definition to competitive-effect analysis. For this reason, the submission of false or misleading information is treated as an independent violation, and sanctions are imposed on an objective liability basis, without distinguishing between negligence and intent. The Board’s decisions also show that exceptions for inadvertent mistakes remain extremely narrow. To mitigate these risks, undertakings should adopt a more structured and rigorous internal process. This includes seeking advice from competition-law specialists when preparing notifications and responses, implementing multi-layered and cross check enabling internal review mechanisms, ensuring that financial and operational data is drawn from a single verified source, carrying out accuracy checks on all contractual documents before submission, and involving compliance teams at an early stage of the process. Baran Baş and Gülce Korkmaz [1] TCB decision dated 23 February 2017 and numbered 17-08/88-38 (Dissenting Opinion). [2] Şarbak, Elif Nurdan: AB ve Türk Rekabet Hukukunda Bilgi İsteme Yetkisi ve Buna İlişkin Yaptırımlar, Uzmanlık Tezi, Rekabet Kurumu, Ankara 2022, s.1-5 [3] TCB decision dated 13 October 2009 and numbered 09-46/1154-290. [4] For instance, TCB decisions dated 2 July 2020 and numbered 20-32/410-187; dated 17 July 2020 and numbered 20-34/451-199; dated 7 November 2019 and numbered 19-38/571-239; and dated 7 November 2019 and numbered 19-38/582-248. [5] TCB decision dated 8 February 2018 and numbered 18-04/64-37. [6] TCB decision dated 18 March 2010 and numbered 10-24/339-123. [7] TCB decision dated 7 November 2008 and numbered 08-62/1017-393. [8] Decision of the Council of State, 13th Chamber, dated 13 December 2012 and numbered E.2009/869, K.2012/3794. [9] TCB decision dated 26 December 2013 and numbered 13-72/997-428. [10] TCB decision dated 8 February 2018 and numbered 18-04/64-37. [11] TCB decision dated 7 November 2008 and numbered 08-62/1017-393. [12] TCB decision dated 18 March 2010 and numbered 10-24/339-123. [13] TCB decision dated 7 March 2025 and numbered 25-07/157-79. [14] TCB decision dated 13 March 2019 and numbered 19-12/155-70. [15] TCB decision dated 21 July 2022 and numbered 22-33/527-213. [16] TCB decision dated 26 January 2023 and numbered 23-06/69-20. [17] TCB decision dated 17 August 2023 and numbered 23-39/752-261. [18] TCB decision dated 13 October 2009 and numbered 09-46/1154-290. [19] TCB decision dated 24 January 2008 and numbered 08-08/92-32. [20] TCB decision dated 14 September 2006 and numbered 06-63/859-249. [21] TCB decision dated 5 January 2006 and numbered 06-02/48-9. [22] TCB decision dated 22 March 2010 and numbered 10-25/350-124. [23] TCB decision dated 17 August 2023 and numbered 23-39/730-251. [24] TCB decision dated 18 March 2010 and numbered 10-24/339-123. [25] TCB decision dated 26 December 2013 and numbered 13-72/997-428. [26] TCB decision dated 11 September 2008 and numbered 08-54/847-338. [27] TCB decision dated 18 March 2010 and numbered 10-24/339-123. [28] TCB decision dated 27 December 2012 and numbered 12-68/1684-619. [29] TCB decision dated 8 February 2018 and numbered 18-04/64-37. [30] TCB decision dated 18 March 2010 and numbered 10-24/339-123. [31] TCB decision dated 30 September 2021 and numbered 21-46/667-332. [32] TCB decision dated 8 February 2018 and numbered 18-04/64-37. [33] For the preambles of the articles of Law No. 4054 on the Protection of Competition please see https://www.rekabet.gov.tr/en/Sayfa/Legislation/act-no-4054/grounds-for-the-articles. [34] TCB decisions dated 27 March 2025 and numbered 25-13/297-140 and dated 12 June 2025 and numbered 25-22/535-351. [35] Kurulun 02.07.2020 tarih ve 20-32/410-187 sayılı, 17.07.2020 tarih ve 20-34/451-199 sayılı ve 20.08.2020 tarih ve 20-38/528-236 sayılı kararları.

NSN Law Firm is pleased to announce that Barış Kalaycı has joined us as a Partner as of April 2026. Barış Kalaycı’s addition strengthens our firm’s practice areas of intellectual property, criminal law, pharmaceuticals law, compliance, anti-corruption and related investigations. With more than 25 years of extensive experience, Barış has been a trusted legal advisor for both local and multinational clients, offering comprehensive legal advisory and litigation services to a diverse range of renowned corporations with primary focus on anti-counterfeiting, with particular expertise in combating the trade of counterfeit pharmaceuticals, electronics, consumer goods, fashion and luxury products, automotive components, cosmetics, alcohol, tobacco, and food and beverages. He also has extensive expertise in compliance and anti-corruption, conducting thorough internal investigations and audits within organizations, assisting in ensuring adherence to regulations and ethical standards, as well as navigating complex disputes and litigation against regulatory bodies. We are honored to welcome Barış Kalaycı to the Partnership and fully believe that he will continue to use his expertise and skills to achieve the best results for our clients. Barış Kalaycı can be reached at [email protected]