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In practice, the Competition Boards used to accept, in limited
cases, the commitments of the parties which aimed to remedy any
possible competition restrictions that may arise out of the relevant
transactions. However, the concepts of commitment and remedies
were not directly regulated under the Turkish Competition
Regulation.
Article 14 of the New Merger Regulation provides that in order
to eliminate any competition problems, undertakings may
give commitments concerning the merger or acquisition. Such
commitments by undertakings must be capable of completely
eliminating competitive problems.
•
The concept of “ancillary restraints” is another issue which was
not previously regulated under the Turkish merger legislation and
hence found its place in the Competition Board decisions based
on the EU Merger Legislation. The New Communiqué deals with
this concept under Article 13/5 and states that approvals granted
by the Competition Board concerning the merger and acquisition
will also cover those limitations which are directly relevant and
required for the implementation of the transaction. The principle
is that transaction parties should determine whether the limitations
introduced by the merger or acquisition exceed this framework.
•
One of the major amendments is made to the Notification Forms
attached to the Communiqués. The New Communiqué includes
long and short forms of notification. If one of the transaction
parties acquires full control over an undertaking in which it had
joint control, or, for any affected market within Turkey and in
terms of geographical markets; if the sum of the market shares of
the transaction parties is less than twenty per cent for horizontal
relationships, and the market share of one of the transaction parties
is less than twenty-five per cent for vertical relationships, in relation
to the affected markets in question, the short form can be used.
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As a last point, we would like to mention that the “affected market”
is defined under the Notification Form.
We tried to summarize some of the novelties in the Turkish Merger
Legislation at a glance. Certainly, there are other novelties introduced by
the New Communiqué.