Compliance Report Under Communiqué No. 2026/2: Turkey's New M&A Regime

February 2026 | Başaran Law Firm

1. Introduction and Strategic Framework of the Regulatory Change

Communiqué No. 2026/2, published by the Turkish Competition Authority (TCA) and entering into force on February 11, 2026, introduces a fundamental paradigm shift in Turkey's merger and acquisition (M&A) regime. This comprehensive update to Communiqué No. 2010/4 goes beyond adjusting turnover thresholds for inflationary pressures — it constructs a more precise supervisory framework specifically targeting transactions in the digital economy and technology sector.

For senior executives and investment strategists, this change redefines transaction certainty and "legal validity." Failure to correctly identify notification obligations carries serious risks including the deal being placed on standstill or deemed void. To manage these strategic risks, it is essential to first analyze the renewed definitions and the special regime introduced for technology-focused enterprises.

2. New Era in Definitions: "Technology Enterprise" and Its Scope

The inadequacy of traditional market definitions in the face of rapid digitalization has compelled the TCA to place technology-focused transactions under special scrutiny. The concept of "Technology Enterprise" (Article 1/e) has been positioned centrally to supervise the acquisition of start-ups with low turnover but high disruptive potential — commonly known as "killer acquisitions."

Strategic Sectors Covered Under Technology Enterprise

Enterprises or assets operating in the following areas are subject to a special monitoring regime regardless of their turnover levels:

Digital platforms, software and gaming software: At the center of scrutiny due to data-intensive market power.
Financial technologies (Fintech): Controls strategic transformation in payment systems and banking infrastructure.
Biotechnology and pharmacology: Aims to protect R&D capacity.
Agricultural chemicals and health technologies: Focuses on societal welfare and strategic supply security.

The redefined "Transaction party" concept under Article 1(b) introduces a critical distinction for strategic analysis. Turnover calculation for the acquiring party is based on the "economic unit" (entire group), while for the target only the target itself and the units it controls are taken as the base. This distinction will directly affect notification obligations particularly in small-scale technology company spin-offs or divestitures from within holding structures.

3. Updated Turnover Thresholds and Notification Obligation Analysis

While turnover thresholds — which act as a "litmus test" in investment planning — have been increased in nominal terms, the exceptional threshold for technology enterprises has extended the scope of supervision to the bottom of the market.

"So What?" Analysis: Early-Stage Supervision Risk

Pursuant to Article 7/2, if the target company is a "technology enterprise," the lower threshold of TRY 1 billion applicable to general transactions drops to TRY 250 million. This means that even the acquisition of start-ups still at the commercialization stage is now subject to Board approval. The "staying below threshold" strategy for technology market transactions has been confined to an increasingly narrow space. When quantitative thresholds are met, understanding on what qualitative criteria the Board may block a transaction is critical for managing the approval process.

4. Competition Board's Assessment Criteria and Approval Processes

In its assessment processes, the Board focuses not merely on mathematical market shares, but on the dynamic structure of the market and the preservation of potential competition.

Significant Impediment to Effective Competition: Under Article 13/2, a transaction does not need to create a "dominant position" to be prohibited. If the transaction distorts the structure of the market and significantly impedes effective competition, the Board may block it.
New Criteria for Joint Ventures: Under Article 13/4, the Board will examine whether parent undertakings operate in the same market or in vertical/neighboring markets as the joint venture. The risk of the joint venture creating coordination between the parties that eliminates competition is the greatest obstacle to approval.
Ancillary Restraints: The regulation introduced by Article 13/6 represents a strategic transfer of responsibility. It is now exclusively the responsibility of transaction parties to determine whether restrictions such as non-compete clauses — which are directly related to and necessary for the transaction — are "necessary and proportionate." The Board grants approval covering such restrictions, but the parties must ensure they do not exceed these limits.

5. Procedural Regulations, Notification Timeline and Transitional Provisions

In terms of legal certainty, the new communiqué aims to minimize the margin of error in operational processes.

Notification Timeline and Share Purchase Agreement Management: Article 4 provides that the date of notification is the day following the date on which the documents are registered. This must be taken into account in "long-stop date" calculations in share purchase agreements; even a one-day delay can disrupt the closing schedule.
Supplementary Article 1 — Transitional Provision: One of the most critical provisions of the Communiqué is Supplementary Article 1. For transactions currently under review that fall below the new TRY 3 billion / TRY 1 billion thresholds, the process will be terminated by a Board decision. This represents a quick exit and operational cost savings for "borderline" transactions currently before the Board.
Standstill Principle: Pursuant to Article 13/5, transactions taken to final review are legally suspended until a decision is rendered. Violation of this principle triggers, in addition to the invalidity of the transaction, heavy administrative fines. Companies must seriously manage conditional clearance mechanisms to avoid "gun-jumping" risk.

All these technical details confirm that compliance in new-era M&A strategies is not a "formality" but a "strategic risk management" tool.

*This report is prepared solely for informational purposes and does not constitute any legal advice for a specific case or client.