Let competition clearance manage your deal timeline, not derail it.
Threshold analysis, the notification file, and the Authority process: managing competition clearance in mergers and acquisitions without disrupting the transaction timeline; gun-jumping and interim-period compliance.
When is notification mandatory?
In Türkiye, acquisitions, mergers and joint ventures that cross certain turnover thresholds need Competition Authority approval before they can close. The thresholds rest on the parties’ turnover, Turkish and worldwide, and are updated from time to time by amendment to the Communiqué. In the acquisition of a technology undertaking, no Turkish-turnover threshold applies to the target — the critical exception that brings start-up acquisitions within the notification regime as well. “We are below the threshold” holds only if turnover has been calculated on a group basis and for the correct period; get the calculation wrong and it turns into a penalty for closing without approval (gun-jumping).
The file and the process
The notification file covers the transaction structure, market definitions, and the analysis of affected markets. Where there is no horizontal overlap and no vertical relationship, clearance usually comes in the first-phase review, within a foreseeable period; where there is an overlap, information requests and the prospect of a final review stretch the timetable. In the transaction agreement (SPA), competition clearance must be structured properly — a closing condition, efforts obligations and a long-stop date — for where this structuring fits in the transaction set, see our due diligence guide.
Between signing and closing: the gun-jumping alarm
Interfering in the target’s management before approval is granted — taking part in pricing, customer or strategy decisions, or sharing competitively sensitive information — may be treated as an unauthorised acquisition. Interim-period undertakings must stay on the right side of the “ordinary course of business” line, and information must be exchanged through clean team protocols. Between competitors, even integration planning has to be staged with care.
The procedural frame
The footing is Article 7 of Law No. 4054 and Communiqué No. 2010/4 on Mergers and Acquisitions. The Board completes its preliminary review within fifteen days of notification and announces either clearance or a decision to open a final review; incomplete information restarts that clock in practice. A transaction closed without clearance is legally in suspense and falls inside the turnover-based administrative fine regime; where the transaction is also found objectionable on the merits, the sanctions get heavier again. Ancillary restraints — non-compete covenants, customer-transfer clauses — are assessed together with the clearance to the extent they count as an integral part of the transaction, so the structure in the SPA has to be drafted accordingly.
The hidden weight of the file: data
The item that takes the most time is not the legal drafting but the data: market shares, turnover breakdowns, competitor lists and customer overlaps. Which source that data comes from, which period it covers and which market definition it is presented against decide how fast the process moves; the prepared party builds its data room around the notification form itself.
Typical users: foreign strategic buyers acquiring a Turkish target, multi-jurisdiction fund transactions, and growing groups that have crossed the notification threshold for the first time. Fitting the process into the deal timetable is the central discipline of our mergers and acquisitions service.
We are by your side for Competition Authority Merger Notification
We carry out the threshold analysis in the first week of the transaction, prepare the notification in sync with the transaction documents, and manage correspondence with the Authority through a single channel. In cross-border transactions, our Germany Desk takes on multi-jurisdiction coordination with EU and German competition filings; and the transaction as a whole proceeds under the single project plan of our Mergers and Acquisitions focus area.
Other Applications of This Service
Mergers & Acquisitions (M&A) — our other specialised solutions in this area.
Matter Connections
The focus areas, practice areas, desks and legislation connected with this sub-service.
Our Matters in This Service
The anonymised examples of our work that relate to this service.
Cross-border acquisition of a manufacturing facility in Türkiye
End-to-end representation of the buyer in a multi-jurisdictional acquisition, from due diligence to closing.
Review the matter →Transaction · Share TransferStructuring an investor share transfer in a growth round
Share transfer, shareholders' agreement and compliance processes in a venture capital investment.
Review the matter →Transaction · Sale (Sell-side)Sell-side representation in the sale of a Turkish company to a strategic investor
Managing, on the seller's side, the vendor preparation, data room, SPA negotiation and closing in a share sale to a foreign strategic buyer.
Review the matter →The Team Delivering This Service
With our multilingual team of lawyers, well-versed in Turkish and German law, we are by your side.
Related Publications
Fresh perspectives and guides from the Knowledge Centre.
Yes — closing without clearance and early exercise of control are subject to turnover-based administrative fines. An interim-period conduct guide and a clean team protocol should be in the deal…
Full-function joint ventures are subject to notification if the thresholds are exceeded; the turnover of the parent companies is taken into account. Non-compete provisions in the JV agreement are also assessed separately.
The notification threshold is one thing, dominance scrutiny another; moreover, turnover must be calculated on a group-consolidated basis. Special rules such as the technology exception must not be overlooked either — a short threshold memo…
In unproblematic files, the initial review phase is a predictably short period; in transactions with overlaps, it can be prolonged by information requests. We build the timetable together with the closing conditions and the long-stop date in the SPA.
Competition Authority Merger Notification — get the right legal support.
Let us identify the right solution together, drawing on our experience in Türkiye and the DACH region.