Relevant Date for Establishing Jurisdiction under Turkish Merger Control Regime

Under Turkish merger control regime, the relevant date for establishing jurisdiction is typically when the parties to a transaction sign a legally binding agreement or, in certain cases, announce their intention to merge. According to Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board (Communiqué No. 2010/4), notification of a merger is mandatory before the transaction is executed, meaning it must be submitted to the Turkish Competition Authority (Authority) once an agreement is signed but before any changes in control occur. This principle is critical, as a failure to notify the Authority before the transaction is implemented can lead to sanctions, including fines and the potential invalidation of the transaction.

From a practical standpoint, the relevant date is also crucial because it dictates when the Authority can begin its review process. The Turkish merger control regime follows a mandatory pre-notification system, meaning the parties must not implement their merger until they receive clearance from the Turkish Competition Board (Board). Establishing the correct relevant date for jurisdiction ensures that the Authority has sufficient time to evaluate the potential anti-competitive effects of the transaction before it is finalized.

In some cases, establishing the relevant date for jurisdiction can be complex, particularly in multi-stage transactions in which control changes hands incrementally. In these cases, the parties may need to notify the Authority at each relevant stage of the transaction, particularly if the initial stages do not trigger the relevant thresholds but later stages do. This incremental nature of mergers and acquisitions adds another layer of complexity to establishing jurisdiction.

For more information on relevant date for establishing jurisdiction 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.