NEWS & INSIGHTS

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February 2025 – The Turkish Competition Authority (“TCA”) remained active in January 2025, with key decisions spanning sectors from payment services to hygiene products. Notably, the TCA demonstrated a strict approach to enforcing compliance with its orders, particularly regarding the suspension requirement and on-site inspections. This newsletter provides an overview of significant developments in Turkish competition law during the month.

Dive into January case updates 

1.    TCA issues two new gun-jumping decisions

1. 1. Param fined for jumping the gun on Kartek acquisition

The TCA has slapped a fine on Yılmaz Family, the controlling shareholders of Param, for concluding the acquisition of Kartek Holding without prior TCA approval.[1] While the transactions had been notified to the TCA and pending approval, the TCA concluded that the transaction had already been implemented before its approval, as a de facto change of control over Kartek had already occurred.

The TCA deemed the following actions as a change of control:

• Param’s HR department effectively influencing hiring, promotion, and salary decisions at Kartek;
• Joint management of customer relationships between Param and Kartek, including Param’s involvement in Kartek’s customer interactions (e.g., approval of sales strategies, payment terms);
• Param’s management of Kartek’s social media accounts and websites;
• Correspondence indicating Param’s management of Kartek.

In addition to the fine, the TCA conditionally approved the acquisition, based on the below measures:

• Kartek and Param must remain separate legal entities with no shared board members;
• Param is prohibited from accessing Kartek’s database or any strategic customer information;
• Contracts with Kartek’s existing and potential customers must be maintained and renewed on a pricing basis in accordance with the renewal conditions.

These measures will remain in place for three years.

1.2. TCA fines Broadcom for failing to notify VMWare acquisition

The TCA fined Broadcom, a software company, for acquiring VMWare, another software company, without securing prior TCA approval.[2] For duly notified transactions, the TCA establishes jurisdiction based on the notification date. However, since this transaction was already closed, the TCA determined that the relevant date for establishing jurisdiction was the date of control change (i.e., 27 November 2023). Consequently, the parties’ turnover figures preceding the closing date were used for the jurisdictional assessment.

Broadcom argued that the acquisition did not require Turiksh notification due to limited activities of VMWare in Turkey. However, noting that it evaluates the competitive effects of transactions, regardless of their impact, the TCA concluded that the parties’ 2022 turnover exceeded the notification thresholds, making prior approval mandatory.

2. Caught deleting data? The TCA issues fines for obstructing raids 

In January, the TCA published several reasoned decisions addressing challenges encountered during on-site inspections.

• Data deletion:[3] A significant number of cases (six out of nine) involved undertakings where employees deleted WhatsApp messages during the inspection. These actions resulted in fines for the undertakings.
• Denial of access to personal devices:[4] In two cases, employees denied the inspection team access to personal cell phones, arguing that the devices did not contain work-related correspondence.
• Inspection interruption:[5] One of the cases highlights the TCA’s authority to impose fines for each day the on-site inspection is denied.

These decisions underscore the importance of proper data handling and cooperation during on-site inspections. Obstructing an inspection can result in substantial fines, even if the TCA ultimately concludes that the undertakings are not in violation of competition law.


3. TFF’s broadcasting agreement with Digiturk

The Turkish Football Federation (“TFF”) recently concluded a broadcasting rights agreement with Digiturk, a sports broadcasting platform, granting Digiturk exclusive rights to broadcast TFF Super League and TFF 1st League matches for the 2024–2025, 2025–2026, and 2026–2027 seasons.[6] This agreement followed a competitive tender process organised by the TFF.

• The TCA found that Digiturk’s market share in sports broadcasting has not significantly increased due to this agreement.
• The agreement has led to improvements in the quality of football broadcasts, benefiting consumers.
• Digiturk has utilised technological advancements in its broadcasting services, enhancing the viewing experience.
• The TFF’s decision to conduct a competitive tender process for the broadcasting rights ensured a degree of competition among interested parties.

4. Amway Turkey commits to end online sales restrictions 

Amway Turkey faced scrutiny from the TCA over concerns regarding resale price maintenance and/or restriction of internet sales.[7] While the TCA found no evidence of resale price maintenance, it did identify restrictions on internet sales. These restrictions included:

• suspending supply to dealers selling products on Trendyol (i.e., Turkey largest online marketplace);
• threatening to suspend membership of resellers engaging in online sales;
• regularly monitoring online sales by Amway resellers.

To address these concerns, Amway Turkey submitted a commitment to the TCA, ensuring that the company does not restrict internet sales by its resellers. The TCA accepted this commitment, concluding the investigation.

5. Elevator fixers face fine after price-fixing scheme exposed

An investigation was launched in Niğde against several elevator repair and service companies suspected of colluding to fix prices and allocate customers among themselves.[8] All of the investigated parties admitted the allegations and settled the claims. Due to the settlement, the TCA reduced the fines by 25%.

6. No escape for tech deals: TCA’s broad “Turkey nexus” interpretation confirmed

The TCA published its reasoning in the Yokogawa/BaxEnergy transaction in January. The decision reinforces the TCA’s broad interpretation of the “Turkey nexus” criterion in transactions involving the acquisition of so-called “technology undertakings”.[9] As a reminder, these transactions are subject to a more permissive turnover threshold. Despite BaxEnergy, the target company, manufacturing its products in Italy and serving only a single customer in Turkey, the TCA asserted jurisdiction. This highlights the TCA’s focus on reviewing acquisitions of control over technology undertakings, regardless of the target’s limited Turkey-related activity.

New investigations and oral hearings announced

Investigations:

• Hygiene product market under scrutiny:[10] The TCA is investigating hygiene product giants Koroplast, Parex, and Vindex for potential exchange of competitively sensitive information.
• Casting agencies face labour market probe:[11] A comprehensive investigation has been launched against 20 casting agencies and the Turkish Casting Agencies Association for potential labour market violations.
  
  

Upcoming oral hearings:

• Maçkolik (11 February 2025): The hearing will address potential abuse of dominant position by Maçkolik, a live football results platform, concerning exclusivity provisions in its advertising contracts.
• Digiturk (18 February 2025): The hearing will examine allegations that sports broadcasting platform Digiturk entered into anti-competitive agreements.
• Power transformers industry (25–26 February 2025): The hearing will address alleged anti-competitive agreements in the power transformers industry.