Joint Control And Ancillary Restraints In Turkish Merger Control: The Canopius Decision

1. Introduction

The Turkish Competition Board (the "Board"), recently granted unconditional approval to the transaction concerning the establishment of joint control by Samsung Fire & Marine Insurance Ltd. ("SFMI") and Fidentia Fortuna Holdings Ltd. ("Fidentia") over Fortuna Topco Limited ("Canopius"), which is currently under the sole control of Centerbridge Partners LP ("Centerbridge") through Fidentia Fortuna Holdings Ltd (the "Decision").² In its decision, the Board scrutinized several key elements, which will be examined in detail in this article, including the parties' voting rights, governance arrangements, potential horizontal and vertical overlaps between the parties' activities, as well as provisions in the transaction agreements that may be assessed as ancillary restraints.