Turkey: A Competition/Antitrust Overview

Background 

Throughout 2025, the Turkish Competition Board (the “Board”) rendered notable precedents, and the Turkish Competition Authority (the “Authority”) worked on various matters such as a new sector inquiry, legislative works, and co-operation agreements with other authorities.

New Legislative Developments

In 2025, while no comprehensive primary amendment was introduced to Law No 4054 on the Protection of Competition, the Authority continued to reshape the procedural and substantive enforcement framework through secondary legislation and regulatory refinements, particularly with a view to aligning Turkish practice with EU competition law and strengthening procedural safeguards.

On 26 June 2025, the Authority adopted the Communiqué No 2025/2 on the Block Exemption for Specialisation Agreements, which came into force upon its publication in the Official Gazette. The Communiqué replaced the previous block exemption regime applicable to specialisation agreements and updated the conditions under which such agreements may benefit from an automatic exemption under Article 5 of Law No 4054. Communiqué No 2025/2 clarified the scope of unilateral and reciprocal specialisation agreements and revised the applicable market share thresholds. Importantly, a two-year transitional period was introduced for existing agreements that previously benefitted from the block exemption, allowing undertakings time to align their arrangements with the new framework.

Further, on 4 October 2025, the Authority enacted Communiqué No 2025/3 amending the Communiqué on the Right of Access to the File and the Protection of Trade Secrets, introducing significant procedural changes with direct implications for undertakings’ rights of defence. The amendments clarified the temporal scope of access to file rights by explicitly limiting access requests to the period following the service of the investigation report, thereby excluding pre-report access as a rule. The revised Communiqué also expanded the definition of the “internal documents” of the Authority, expressly categorising documents such as preliminary inquiry reports, settlement submissions, internal assessments, and correspondence with other public authorities as non-accessible.

On 30 May 2025, the Authority published its final report on the sector inquiry into online advertising on its website. The Authority previously defined the main aim for launching this sector inquiry as clarifying how the complex online advertising sector works, determining the concentration level in relevant markets, and investigating structural or behavioural problems in these markets. The Authority underlined that due to digitalisation in the world, the advertising sector also gravitated towards a digital structure. The ability to track users’ footprints, which enables advertisers to address their target audience, is recognised in the report.

From a broader policy perspective, while the long-anticipated legislative initiative targeting digital markets did not materialise in 2025, the Authority continued its preparatory work in this area. Nevertheless, as of the end of 2025, the timing and final scope of any primary legislative reform in this field remained uncertain.

Key Investigations and Decisions 

Throughout 2025, the Authority maintained an active enforcement agenda, focusing on:

• merger control enforcement (including killer-acquisition and standstill/gun-jumping);
• exclusionary conduct in FMCG and retail channels; and
• labour-market enforcement (no-poach/“gentlemen’s agreements”).

Accordingly, in its Google LLC/Galileo AI Inc. decision (06/02/2025, 25-02/62-37), the Board reviewed Google’s acquisition of Galileo AI Inc. and addressed “killer acquisitions” in start-up acquisitions. It underlined that a transaction may amount to a killer acquisition where cumulatively:

• a major incumbent acquires a newly founded or growing undertaking;
• the acquired product/technology is not adopted or further developed; and
• horizontal competition and innovation thereby cease.

The transaction was cleared unconditionally, as the Board found no meaningful horizontal/vertical overlap and concluded that these cumulative conditions were not satisfied.

Similarly, in its Param/Kartek decision (04/04/2024, 24-16/390-148), the Board imposed an administrative monetary fine for gun-jumping on the acquirer’s ultimate controlling shareholder group, finding that the target’s control had been acquired and exercised de facto prior to clearance. The decision is notable for its fact-intensive assessment of pre-closing conduct – such as HR-related decision-making, operational involvement, customer-facing co-ordination and access to internal systems – as indications of the early exercise of decisive influence, and a breach of the standstill requirement.

In parallel, the Authority significantly advanced its enforcement in labour markets. In its labour markets (no-poach) decision (26/07/2023, 23-34/649-218), the Board set out a framework confirming that inter-company hiring restrictions (including implicit understandings and “gentlemen’s agreements”) may constitute by-object restrictions, as the competitive harm arises in the labour market as an input market. The decision further clarified the distinction between no-poach arrangements and individual non-compete clauses under the Turkish Code of Obligations, and addressed the narrow conditions under which employment-related restrictions may qualify as ancillary restraints.

Finally, the Authority’s stance towards exclusionary practices in FMCG markets was reflected in its Frito Lay decision (13/02/2025, 25-06/152-78). The Board found that Frito Lay and/or its distributors engaged in strategic, exclusivity-oriented practices in the packaged chips market, particularly at traditional retail points of sale, aimed at limiting rival visibility and access at the point of sale. These practices were found to form part of a systematic commercial strategy, with the involvement, knowledge and approval of mid and senior-level management. The decision is noteworthy for the Board’s assessment of “Dükkan Senin” digital application, which was found to function as a retroactive, personalised, non-transparent and intervention-prone discount and loyalty system, used as an instrument to enforce de facto exclusivity. Treating the digital application as an integral component of the infringement, capable of facilitating and monitoring restrictive practices at the retail level, the Board revoked the exemption previously granted under the Block Exemption Communiqué on Vertical Agreements, imposed a substantial administrative monetary fine and ordered a comprehensive set of behavioural remedies aimed at restoring effective competition in the packaged chips market, including restrictions on financial incentives, amendments to employee incentive schemes, and rules governing in-store product placement and competitor access. The decision stands out as a leading example of the Authority’s approach towards exclusionary strategies in FMCG markets, and its readiness to scrutinise digitally enabled practices under competition law.

In addition, 2025 also featured several enforcement actions, the reasoned decisions of which have not yet been published, but nevertheless shed light on the Authority’s priorities.

Most notably, in its Şişecam decision (16/10/2025, 25-39/927-542), the Board imposed a monetary fine to date on the Şişecam economic entity due to non-compliance with binding commitments accepted under Article 43 of Law No 4054. The commitments, aimed at addressing competition concerns in the cullet (waste glass) supply market, covered supplier diversification, termination of certain supply arrangements, notification of facility transfers, and periodic independent audits. Following a compliance review, the Board concluded that these obligations had been breached and imposed a daily fine under Article 17(a), totalling approximately TRY3.15 billion. Even without a published reasoned decision, the case underscores that commitments are treated as binding regulatory obligations rather than flexible behavioural assurances.

Regarding merger control assessments and Phase II investigations, throughout 2025, 416 transactions (19 of which concerned privatisation, while the remainder related to mergers and acquisitions) were notified to the Authority. In 2025, two transactions were taken into Phase II review; one of which was approved subject to commitments, while the other remained under review at year-end. No notified transactions were prohibited by the Board, and the vast majority of filings were cleared in Phase I within an average review period of ten days.

In 2025, the Board continued to penalise companies for preventing and/or hindering on-site inspections and published more than 36 reasoned decisions.