Decisive Influence in Turkish Merger Control Regime

Decisive influence is a key concept in the Turkish merger control regime, governed by Law No. 4054 on the Protection of Competition and Communiqué No. 2010/4 Concerning Mergers and Acquisitions Calling for the Authorization of the Competition Board (Communiqué No. 2010/4). This concept is aligned with the EU Merger Regulation (139/2004), defining “control” as the ability to exert decisive influence over an undertaking, whether de jure or de facto.

Decisive influence means the power to block actions that determine the strategic commercial behaviour of an undertaking. It is the ability to significantly impact an undertaking’s strategic decisions, either through legal rights (de jure) or through practical means (de facto). This concept is essential for understanding what constitutes “control” under Turkish competition law, as it determines whether a merger or acquisition should be reviewed by the Turkish Competition Board. According to Article 5(2) of Communiqué 2010/4, control—and, by extension, decisive influence—can be established through various mechanisms such as rights, agreements, or other means that allow an entity to influence the decisions of another company. These can include ownership rights, voting rights, or rights that affect the composition and decisions of an undertaking’s management bodies. 

For more information on decisive influence 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.