Introduction
Pursuant to the Turkish merger control regime, mergers and acquisitions, including foreign-to-foreign ones, that exceed the applicable thresholds must be notified to the Turkish Competition Board (“Board”) prior to their implementation. Under Article 16 of the Turkish Competition Law, if such concentrations requiring authorization are completed without the Board’s prior notification and approval, an administrative fine amounting to 0.1% of the annual gross Turkish turnover of the undertakings concerned shall be imposed on natural and legal persons that qualify as undertakings, as well as on associations of undertakings or their members.
Given that the Turkish Competition Authority (“TCA”) revised the merger control thresholds in February 2026 and has followed a proactive approach in enforcing merger control rules—including in global mergers and acquisitions completed without clearance—this article examines some of the Board’s notable gun-jumping decisions, with a particular emphasis on foreign-to-foreign transactions.
The significance of the Turkish merger control rules for global transactions is reflected in the increasing number of transactions reviewed by the TCA. According to the TCA’s 2025 M&A Outlook Report, the TCA examined 416 merger and acquisition transactions in 2025, compared to 311 in 2024, representing an increase of approximately 34%. Notably, 219 of the transactions examined in 2025 were foreign-to-foreign transactions, i.e. transactions in which all parties were foreign. This demonstrates that foreign-to-foreign transactions continue to constitute a significant part of the TCA’s merger control practice.
The Thresholds
The TCA introduced a series of amendments to Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board (“Merger Communiqué”) in February 2026. Most notably, in light of the prolonged depreciation of the Turkish lira, the TCA updated the notification thresholds by increasing the applicable turnover thresholds and revising the “technology undertaking exception” in relation to the local nexus requirement
In accordance, the transaction that will result in a permanent change in control, would be notifiable to the TCA in case one of the below updated turnover thresholds are triggered:
1. Transactions where the aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion (approx. EUR 67.1 million or USD 76 million or GBP 57.67 million for 2025 financial year) and the Turkish turnovers of at least two of the transaction parties separately exceeds TRY 1 billion (approx. EUR 22.37 million or USD 25.33 million or GBP 19.22 million for 2025 financial year).
OR
2. In acquisitions, if the Turkish turnover of the asset or business being acquired and, in mergers, if the Turkish turnover of at least one of the transaction parties exceeds TRY 1 billion, and the worldwide turnover of at least one of the other transaction parties exceeds TRY 9 billion (approx. EUR 201.3 million or USD 227.97 million or GBP 173.01 million for 2025 financial year).
In addition to the above, with the updated “technology undertaking” exception rule, the TRY 1 billion threshold mentioned under the two turnover tests above is reduced to TRY 250 million (approx. EUR 5.59 million or USD 6.33 million or GBP 4.8 million for 2025 financial year) for transactions involving the acquisition of technology undertakings that are established/based in Türkiye, as well as mergers where at least one of the transaction parties is a technology undertaking established/based in Türkiye. The February revisions to the merger control do not change the definition of the “technology undertaking”, which is determined as an undertaking active in areas of digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies. In assessing whether the TRY 250 million threshold has been met, only the Turkish turnover derived from the specified technology-related activities is taken into account.
The February 2026 amendments to the Turkish merger control regime, including the increase in the applicable turnover thresholds and the revision of the “technology undertaking” exception rule, have resulted in a certain decrease in the number of transactions requiring notification to the TCA. In particular, prior to the amendment to the technology undertakings exception, the relevant Turkish turnover threshold – which was TRY 250 million at the time and has since been increased to TRY 1 billion – did not apply to acquisitions of technology undertakings meeting the relevant criteria. Accordingly, where the target qualified as a technology undertaking and had even a limited presence in Türkiye, a filing obligation could arise solely on the basis of the acquirer meeting the applicable worldwide turnover threshold. Following the amendment, such transactions are now subject to a Turkish turnover threshold, albeit at a reduced level. As of February 2026, for the technology undertaking exception to apply, the technology undertaking must be established in Türkiye and have a turnover of at least TRY 250 million.
Nevertheless, notwithstanding the increased turnover thresholds and the narrower scope of the technology undertaking exception, the continued depreciation of the Turkish lira, coupled with the continued application of technology undertaking exception, global transactions may still relatively easily meet the Turkish merger control thresholds. This remains particularly relevant for the foreign-to-foreign transactions, irrespective of the sector, where a filing obligation may arise despite the transaction having a relatively limited nexus to Türkiye. As a result, there continue to be cases where the requirement to notify the TCA may be overlooked due to the limited Turkish nexus of the transaction.
The Gun-jumping Decisions on Foreign-to-Foreign Transactions
- The legal consequences of violation of the suspension requirement are also applicable to foreign-to-foreign transactions. In other words, when it comes to violation of stand-still obligation/suspension requirement, the Board does not treat the transactions differently in terms of sanctions and imposes administrative fines on foreign-to-foreign/pure offshore transactions as well. In fact, in many cases, the Board has imposed fines for breaches of the stand-still obligation in relation to foreign-to-foreign transactions:Modern Times Group (Sweden, development and publishing of computer, console, and mobile games) / AutoAttack (USA, development and publishing of computer games), Plarium (Israel, development and publishing of mobile games) Snowprint (Sweden, development and publishing of mobile games) , 2025
- Broadcom (USA, semiconductor-based hardware and infrastructure software solutions) / VMware (USA, computer programming), gun-jumping by way of failure to notify, 2024
- Elon Musk/Twitter (USA, social networking), gun-jumping by way of failure to notify, 2023
- Sibur Holding (Russia, petrochemicals) / Taif JSC (Russia Republic of Tatarstan; investment sector, petrol and gas processing, chemicals and petrochemicals and electrical engineering), gun-jumping by not waiting clearance decision, 2021
- Ionity (Germany, high-power charging infrastructure for electric vehicles), gun-jumping by way of failure to notify, 2020
- Brookfield Asset Management (Canada, asset management) / Johnson Controls’ power solutions business line (Ireland), gun-jumping by way of failure to notify, 2020
- Labelon (UK; price tag, woven label, barcode and packaging products) / Atex (Denmark; woven labels, care labels, sales labels and packaging products), gun-jumping by way of failure to notify, 2016
Let’s look into the details of the most notable of these decisions.
i. Ionity Decision, 2020
In Ionity Decision, the TCA treated the establishment of Ionity Holding GmbH & Co.KG (“Ionity”) in 2017 as a notifiable transaction and found that the parties had implemented it without prior notification/clearance, thereby violating the standstill obligation. The fact that Ionity would not have any activities or presence in Türkiye did not eliminate the notification requirement.
In this case the establishment of Ionity by BMW AG, Daimler AG, Ford Motor Company and Dr. Ing. h.c. F. Porsche Aktiengesellschaft and the failure to notify this transaction in time were examined. The parties argued that (i) Ionity (which is a joint venture) will provide services only in the European Economic Area and will not have any operations in Türkiye, and (ii) thus the concerned transaction had not been notified to the TCA as per the literal meaning of Article 2 of the Competition Law (i.e., the effects doctrine). However, following the establishment of Ionity in 2017, within the scope of the Notification Form submitted 06.04.2020 regarding the participation of Hyundai Motor Company and Kia Motors Corporation in the joint venture, it was stated that an application was made to the TCA to ensure full transparency in accordance with the case law of the TCA.
However, such arguments were rejected by the TCA because the notification obligation relates to whether the thresholds have been satisfied, irrespective of whether the transaction will give rise to an affected market in Türkiye. Therefore, the undertakings concerned (i.e., BMW AG, Daimler AG, Volkswagen AG and Ford Motor Company) were each sanctioned a monetary fine of 0.1% based on the Turkish turnover generated in the financial year preceding the date of the fining decision.
As it is seen, sometimes transactions that the Parties do not deem necessary to notify are subsequently notified because they become important for other transactions. However, in this case, the notification leads to a fine due to gun-jumping violation.
ii. Brookfield Asset Management/Johnson Controls Decision, 2020
The TCA found gun-jumping due to Brookfield Asset Management Inc. (“Brookfield”)’s failure to notify the acquisition within the required timeframe, after determining that Brookfield had attributable Turkish turnover through its controlled subsidiary, Graftech International Ltd. (“Graftech”). The TCA also imposed a separate fine for providing false or misleading information, as the notifying party had failed to include Graftech’s 2018 Turkish turnover in Brookfield’s reported turnover in both the transaction at issue and an earlier acquisition.
In this case, the acquisition of sole control of the power solutions business of Johnson Controls International plc by BCP Acquisitions LLC, a company controlled by Brookfield, was examined.
In the decision, the Board first analysed the turnover of the parties in order to determine whether the transaction was subject to notification. It was stated by the parties that Brookfield had no turnover in Türkiye prior to the transaction. However, during the additional examination process of the TCA, taking into consideration that Brookfield’s acquisition of Graftech was authorised by the Board’s decision dated 30.06.2015 and numbered 15-27/296-81, the parties were asked whether Brookfield’s control over the said company continued or not, and if not, when it ended.
In the reply letter sent by Brookfield, it was stated that Brookfield was in control of Graftech in terms of competition law and Graftech had some activities in Türkiye in 2018 and obtained turnover from Türkiye, and this turnover could be attributed to Brookfield. As seen, the Board conducted an analysis in the light of its previous decisions and found that the undertaking had a turnover in Türkiye and, in light of this, determined that the transaction was subject to notification.
The parties stated that they became aware of the fact that the relevant transaction (which was closed months prior to the notification date) was subject to the TCA’s approval while analysing another possible acquisition transaction. The TCA evaluated that the relevant transaction was indeed notified to the European Commission within the statutory periods, but the parties notified the TCA five months after the closing of the transaction. Therefore, Brookfield was sanctioned a monetary fine of 0.1% based on the Turkish turnover generated in the financial year preceding the date of the fining decision.
In addition, the Board determined that both in the transaction subject to this decision and in the transaction of Brookfield’s acquisition of the sole control of Jc Autobatterie, which was authorised by the Board’s decision dated 22.11.2019 and numbered 19-41/679-293, the turnover of Brookfield was reported by the notifying party without including the 2018 turnover of Graftech under its control. For this reason, Brookfield was imposed another administrative fine for providing false or misleading information.
iii. Elon Musk/Twitter Decision, 2023
The TCA found gun-jumping in Elon Musk/Twitter, holding that the acquisition was subject to mandatory notification under the technology undertaking exception, regardless of Twitter’s Turkish turnover.
In this case, the acquisition of sole control of Twitter by Elon R. MUSK was examined. The TCA followed the unofficial announcements which started to be made on 14.04.2022 regarding the acquisition of Twitter by Elon R. Musk, and subsequently learned that, within the scope of the announcements and the news, the transaction was completed on 27.10.2022. In line with the aforementioned announcements, the Board ex-officio decided to take the acquisition of Twitter under examination.
The TCA held that the transaction should have been notified to the TCA, since Twitter is a digital/online platform that qualifies for the technology undertaking exception; thus, there was no need even to check Twitter’s (Target) turnover in Türkiye for the thresholds analysis.
Twitter argued that due to following reasons, the acquisition was not notified to the TCA:
i. The Agreement regarding the transaction was signed on 25.04.2022, and in this context, the notifiability analysis of the transaction in terms of concentration control was carried out in April-May 2022,
ii. The thresholds stipulated in Article 7 of Communiqué No. 2010/4 were recently increased and the technology undertaking exception was newly regulated (to enter into force on 04.05.2022); no Guideline was published or Board case law was available on how to apply the technology undertaking exception,
iii. Twitter’s turnover in Türkiye did not exceed the turnover thresholds stipulated in Article 7 of Communiqué No. 2010/4 at the time that the notifiability analysis was conducted,
iv. At the time of the notifiability analysis regarding the transaction, Twitter was experiencing adverse/negative financial results in terms of its financial position in Türkiye.
The TCA, on the other hand, determined that the relevant Communiqué was published on 04.03.2022, the entry into force of the communiqué was 04.05.2022, and the closing of the transaction was carried out on 27.10.2022, in other words, the closing of the transaction took place after both the publication and the entry into force date of the relevant communiqué. Therefore, it has been concluded that the transaction subject to the file has not been notified although it is subject to authorisation, and therefore, the Board imposed an administrative fine on Elon Musk/Acquirer (at the rate of 0,1% of Elon Musk’s economic unit’s gross income generated in Türkiye).
The TCA’s gun-jumping decision against Elon Musk is an important decision showing once more that the TCA keeps a close eye on global transactions especially on digital markets (although, as explained above, as of February 2026, a specific Turkish turnover nexus is required for the technology undertaking exception to apply, and the relevant technology undertaking must also be based in Türkiye). The TCA is willing to act ex officio once it has adequate reason to believe that a notifiable transaction was closed without receiving its clearance decision.
iv. Broadcom/VMware Decision, 2024
The TCA found gun-jumping in Broadcom/VMware, holding that Broadcom’s acquisition of VMware was subject to notification despite the parties’ view that the transaction had a weak connection with Türkiye and would have no effect on the Turkish market.
In this ex officio investigation initiated by the TCA, the transaction regarding the acquisition of the sole control of VMwareoperating in the field of computer programming activities by Broadcom and the fact that this transaction was not notified to the TCA were examined. While examining another acquisition transaction, the Board understood that the transaction related to Broadcom’s acquisition of VMware was completed without notifying the TCA. This made the TCA’s most recent gun-jumping decision.
Regarding the failure to notify the Board of the transaction, Broadcom stated that:
i. In the assessments made regarding the notification obligations prior to the signature of the transaction agreement, the connection of the transaction with Türkiye was considered weak and distant,
ii. The Agreement was signed on 26.05.2022, the revisions made in the notification thresholds during the period until the closing on 27.11.2023 did not lead to a reassessment of the notification obligations after the signing of the Agreement.
On the other hand, the Board stated that it is understood from the Party’s statements that it is thought that there will be no effect on the Turkish market as a result of the transaction, but the issue of whether there will be any anti-competitive effect in the markets subject to the investigation as a result of the transaction is related to the merits and the Board is authorised to make this assessment within the scope of Law No. 4054. In addition, it is underlined that the notification obligation must be fulfilled independently of the effect of the transaction on the market since it is a procedural obligation. Regarding the revision of the notifiability thresholds, the Board noted that the Agreement was signed after the entry into force of the revised notification thresholds.
In this framework, it was decided that Broadcom should be imposed an administrative fine of one thousandth of its gross revenue from Türkiye for the year 2023 due to the realisation of the acquisition transaction without the authorisation of the Board.
V. Modern Times Group / AutoAttack, Plarium and Snowprint, 2025
The TCA found gun-jumping in three Modern Times Group MTG AB (“MTG”) acquisitions, holding that the acquisitions of Plarium Global Ltd. (“Plarium”), Snowprint Studios AB (“Snowprint”) and AutoAttack Games Ltd. (“AutoAttack”) were subject to mandatory notification under the technology undertaking exception, despite their seemingly limited nexus with Türkiye. Although MTG proactively notified all three transactions after closing and the TCA cleared them on the merits, it imposed administrative fines for completing the transactions without prior approval. The decisions also clarified that, for transactions notified after closing, the relevant turnover is that of the financial year preceding the change of control.
In three recent decisions, the Board examined three acquisitions completed by MTG without obtaining the TCA’s prior approval. The transactions concerned MTG’s acquisitions of Plarium, Snowprint and AutoAttack. Notably, MTG proactively notified all three transactions to the TCA on its own initiative and on the same date, 19.08.2025, after the respective transactions were completed on 12.02.2025, 05.10.2023 and 01.04.2024.
The Board determined that Plarium and Snowprint, which are active in mobile game software, and AutoAttack, which is active in the development and publishing of computer games, qualified as “technology undertakings” within the meaning of Communiqué No. 2010/4. Accordingly, under the technology undertaking exception applicable at the time of the respective transactions, the TRY 250 million turnover threshold for the target was not required to be met. Given that MTG’s worldwide turnover exceeded the applicable worldwide turnover threshold, the Board concluded that all three transactions were subject to mandatory notification in Türkiye.
The decisions are also noteworthy in terms of the turnover period taken into account for transactions notified after their implementation. Although Communiqué No. 2010/4 generally refers to the financial year preceding the notification, the Board considered that this rule concerns transactions duly notified before closing. For transactions that have already been implemented, the Board instead took into account the financial year preceding the date on which the change of control occurred. Accordingly, the Board relied on the 2024 turnover for Plarium, the 2022 turnover for Snowprint and the 2023 turnover for AutoAttack.
Ultimately, while the Board found that the transactions did not result in a significant impediment to effective competition and cleared them, it imposed administrative monetary fines on MTG for completing the transactions without obtaining the Board’s prior approval.
Similar to the Board’s previous gun-jumping decisions, these decisions once again demonstrate that the notification obligation should be assessed carefully, even where a global transaction appears to have a limited nexus with Türkiye. It should be noted, however, that the February 2026 revisions have provided greater clarity regarding the Türkiye-related nexus required for the technology undertaking exception. Nevertheless, caution should still be exercised at the merger assessment stage.
Conclusion
The Turkish merger control regime was amended in 2026, with the applicable turnover thresholds being increased and the “technology undertaking” exception (local nexus requirement) being revised. These amendments have already resulted in a certain decrease in the number of notifiable transactions. Nevertheless, the continued depreciation of the Turkish lira, coupled with the continued application of the special notification regime for technology undertakings, means that global transactions may still trigger a filing requirement in Türkiye despite having a relatively limited nexus to the country.
The TCA’s decisional practice also demonstrates the importance of carefully assessing Turkish merger control requirements in global transactions. The Elon Musk/Twitter and Broadcom/VMware decisions, together with the TCA’s more recent decisions concerning MTG’s acquisitions of Plarium, Snowprint and AutoAttack, demonstrate the TCA’s willingness to identify and investigate transactions that have been implemented without obtaining the required prior clearance.
Therefore, despite the increased thresholds introduced in 2026, parties to global transactions should continue to carefully assess whether a filing obligation may arise in Türkiye, particularly where the target qualifies as a technology undertaking based in Türkiye. The significant number of foreign-to-foreign transactions reviewed by the TCA, together with its enforcement practice concerning gun-jumping, demonstrates that a seemingly limited nexus with Türkiye should not, in itself, be regarded as excluding a Turkish merger control filing requirement.