Acquisition of Sole Control in Turkish Merger Control Regime

Pursuant to the Guidelines on Cases Considered as a Merger or an Acquisition and the Concept of Control (Guidelines), when one undertaking alone has a decisive influence on another undertaking, this would constitute sole control. The Guidelines list two general situations in which an undertaking is considered to have sole control.

First, the undertaking that has sole control enjoys the right to determine the strategic commercial decisions of the other undertaking. This is generally the case where the relevant party acquires a majority of voting rights in a company.

Second would be the “negative sole control”, where only one shareholder is able to veto strategic decisions in an undertaking but does not have the power on its own to take such decisions. In this case, the shareholder holding negative sole control over the undertaking is not required to cooperate with other shareholders on strategic matters of the said undertaking. The shareholder with negative sole control would be able to create a deadlock situation by itself, thus having decisive influence over the strategic decisions.

For more information on sole control under Turkish merger control regime, please feel free to reach out to ELIG Gurkaynak at +90 212 327 1724 or through gonenc.gurkaynak@elig.com.