Evaluating The Notification Requirement Of Foreign-To-Foreign Transactions Under The Turkish Merger Control Regime

Per the general application of the effects theory, transactions that do not directly or indirectly impact Turkish markets are outside the scope of the Turkish merger control regime. The Turkish Competition Board ("Board") applied the effects theory in some of its decisions regarding highly exceptional foreign-to-foreign transactions. However, the precedent line of the Board suggests that a mandatory merger control filing will be required, as long as the parties exceed the turnover threshold applicable under Article 7 of Communiqué No. 2010/4 on the Mergers and Acquisitions Subject to the Approval of the Competition Board ("Communiqué No.2010/4"), regardless of whether the contemplated post-transaction entity will have operations and/or generate turnover in Turkey. This interpretation of the effects theory and the Board's current understanding of this concept are closely related to the notifiability of foreign-to-foreign transactions with extremely low or even no