Acquisition of Non-Controlling Stake in Turkish Merger Control Regime

When identifying if an acquisition of a non-controlling stake constitutes a subject to merger filing in Turkish merger control regime, the concept of control as it is understood in Turkish Law needs to be examined. Pursuant to Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board (“Communiqué No. 2010/4”), control may be acquired through rights, contracts or other instruments which, separately or together, allow de facto or de jure exercise of decisive influence over an undertaking. Accordingly, acquisition of a minority stake that does not confer “control” or “influence” upon the acquirer may qualify as “non-controlling” stake (also known as “structural links”) and acquisition of such shares does not constitute a concentration in Turkey and does not require to be notified even if the applicable merger control thresholds are met.

For more information on non-controlling shareholding acquisition in Turkish merger control regime, please feel free to reach out to ELIG Gurkaynak at +90 212 327 1724 or through gonenc.gurkaynak@elig.com.