Türkiye: A Corporate/M&A: Highly Regarded Overview

Introduction

The Republic of Türkiye (“Türkiye”) continues to stand out as an important investment destination, defined by its strategic geopolitical location, a large and dynamic domestic market, favourable demographics, and a skilled workforce. Building on these strengths, Türkiye maintains a liberal foreign direct investment regime, treating foreign investors on equal terms to domestic ones and placing minimal restrictions on acquisitions by foreign firms. These advantages are bolstered by the Customs Union agreement with the European Union, which provides for deep trade integration.

Deal Trends

In 2025, the Turkish Competition Authority (TCA) reviewed 416 transactions in total. Reflecting the favourable investment climate in Türkiye, the number of M&A transactions reviewed by the TCA involving Türkiye-based target companies reached 162. Of these, 93 included solely Turkish parties, while 69 included foreign parties, with one being solely between foreign parties. The total value of these 162 notified transactions amounted to USD11.81 billion, marking the highest annual figure recorded since 2013. By comparison, in 2024 the total transaction value for 131 M&A transactions involving Türkiye-based target companies was USD5.85 billion, while the 13-year average was USD7.06 billion.

Similarly, the report by KPMG Türkiye titled “Mergers and Acquisitions Trends from KPMG’s Perspective, 2025” indicates that the total number of M&A transactions in 2025 increased by more than 20% as compared to 2024 to reach 574 transactions. The value of disclosed M&A deals rose over 50% from the previous year to reach USD8.2 billion, with the total estimated deal volume (including estimates for undisclosed transactions) reaching USD18.5 billion. Foreign investors were involved in transactions with a value of approximately USD3.4 billion in 2025, corresponding to 41% of the total transaction volume, which reaffirms Türkiye’s continued appeal as an important destination for cross-border investment.

KPMG’s report shows that, in terms of transaction numbers, technology, media and telecommunication (TMT) sectors lead 2025 M&A transactions, followed by industrial manufacturing and automotive, retail, and energy sectors. As for transaction value, the retail sector ranked first.

The market was dominated by private M&A transactions, among which the overwhelming majority consisted of share deals. Minority investments were the primary driver of transaction volume, particularly in the TMT sector, whereas investors in the industrial manufacturing and automotive and retail sectors generally opted for majority control. According to the KPMG report, the mega deals signed in 2024 and 2025 were as follows:

• The closing of the mega deal involving the acquisition of a controlling interest (65%) in Hepsiburada, one of the leading e-commerce companies in Türkiye, by the Kazakhstan-based Kaspi.kz for USD1.1 billion took place in January 2025, with the final payment being made in July 2025. Both Kaspi.kz and Hepsiburada are Nasdaq-listed companies.
• The largest transaction of 2025 was the transfer of the operating rights of vehicle inspection stations (Turka) to the MOI Joint Venture – comprising partners from Türkiye, Sweden, Spain, and Argentina – for USD1.7 billion, as part of the tender conducted by the Türkiye Ministry of Treasury and Finance Privatisation Administration. This transaction stands out as a prime example of the “transfer of operating rights” structure, differing from traditional equity buyouts.
• The second mega deal of 2025 was Apollo Global Management’s acquisition of a 3% stake in TANAP (Trans Anatolian Natural Gas Pipeline Project), which was valued at around USD1 billion.
• Another notable transaction in the TMT sector during this period was Uber’s acquisition of 85% of Trendyol Go for USD700 million, strengthening the global technology company’s growth strategy in Türkiye’s fast delivery and mobility market.

There was also a notable rise in equity crowdfunding, with 22 recorded transactions, serving as a local alternative to SAFE notes for early-stage pre-seed/seed funding. Almost all these types of transactions were in the TMT sector.

Regulatory Landscape

The TCA is tasked with examining M&A transactions over certain thresholds. The thresholds are stipulated in the Communiqué Concerning the Mergers and Acquisitions Calling for the Authorisation of the Competition Board.

In addition to the TCA, certain sector-specific regulators may require prior approval, or post-closing notifications to the authority.

The following recent legal developments, which continue to shape the Turkish regulatory landscape, are worth mentioning, particularly as they introduce additional layers of complexity that require more extensive analysis during due diligence processes:

• The inflation accounting standard is mandatory for statutory financial statements of Turkish companies when the conditions provided in the Tax Procedure Law are met. However, an amendment on 25 December 2025 exempted financial statements for the accounting periods of 2025, 2026 and 2027 (including provisional tax periods for 2026 and 2027) from this obligation.
• The effective date of Provisional Article 1 of the Communiqué on Capital Loss and Over-Indebtedness, which permits companies to exclude unrealised foreign exchange losses and 50% of certain 2020–2021 leasing, depreciation, and personnel expenses when calculating capital loss or over-indebtedness, has been extended to 1 January 2027 with the amendment issued by the Ministry of Trade on 10 December 2025.
• Communiqué on the Keeping of Commercial Books Not Related to the Accounting of the Enterprise in Electronic Environment entered into force on 1 July 2025, making it obligatory for joint stock companies, the incorporation of which is subject to governmental authorisation (eg, companies subject to the Capital Markets Law and holding companies), as well as all companies incorporated from 2026 onwards to keep certain commercial books in an electronic environment. Other companies are also allowed to voluntarily adopt the electronic system. The use of electronic books enables companies to authenticate commercial book pages and resolutions without going through the notary process.
• Türkiye’s first statute imposing broad obligations on public and private actors on cybersecurity, Law No 7545 on Cybersecurity, entered into force on 19 March 2025, which establishes the Cyber Security Presidency as the main regulatory authority and treats cybersecurity as a matter of national security subject to administrative and criminal sanctions.
• Türkiye’s data protection legislation has been significantly amended in 2024 in matters relating to the processing of special categories of personal data, international data transfers and misdemeanours.
• As of 1 January 2024, Türkiye has officially mandated sustainability reporting for specific entities through the Turkish Sustainability Reporting Standards (TSRS), which are fully aligned with the global ISSB (S1 and S2) standards. To be subject to this mandatory disclosure, an organisation must first be listed under the specific categories defined by the Board of Public Oversight Authority and exceed at least two of the following three financial and operational thresholds for two consecutive reporting periods: a minimum of 250 employees, RTY500 million in total assets, or TRY1 billion in annual net sales.

Just as accounting standards have evolved to reflect the inflationary environment, the Turkish legal system is adapting its jurisprudence to protect investments against inflation. In a landmark 2025 decision (Application No 2024/41763), the Constitutional Court ruled that applying standard statutory interest to debts in a high-inflation environment violates property rights. The Court found that the existing legal mechanism for claiming “excess damage” is ineffective because lower courts place an unreasonable burden of proof on creditors to demonstrate specific losses beyond general economic conditions.

Conclusion

Türkiye continues to present a dynamic and sophisticated M&A landscape driven by both international and domestic investors. At the same time, regulators remain actively engaged in shaping this environment through legislative and institutional developments. Together, these factors contribute to a responsive ecosystem that offers both investors and other stakeholders a fertile ground for successful and sustainable transactions.