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Two-minute recap of recent developments in Turkish competition law – December 2020


January 2021 – The year 2020 was a very interesting year for all of us, for obvious reasons. We hope you’ve had a wonderful holiday season and wish you a happy 2021.

In 2020, the Turkish Competition Authority (the “Authority”) concluded a total of 178 merger control filings in Phase I. At the same time, the Authority was quite busy in 2020 with developments in digital markets—increasing the number of its investigations in this area, the amount of monetary fines, and also adopting new tools in competition law, such as the commitment mechanismde minimis doctrine, and new, secondary legislation, for example the controversial dawn-raid guidelines. 

The Authority also started a survey within the scope of the “e-Marketplace Platforms Sector Review” on 8 December 2020 and invited both consumers and sellers to take part in the surveys until 28 December 2020. In this context, surveys examine the trends and behaviour of consumers in e-marketplace shopping, the preferences of sellers with e-marketplaces and the problems they encounter. In this direction, the Authority aims to establish a comprehensive framework for the digital sectors and to determine the steps to be taken in competition law to ensure effective and competitive practices.

Digital Markets was the main agenda of the Istanbul Competition Forum

“Competition Problems in Digital Markets” was the main topic of discussion at the Istanbul Competition Forum (“ICF”), which took place online on 17 December 2020. The event, which is hosted by the Authority and was launched in 2019, brought together numerous lawyers from around the world, including well-known competition law experts such as Prof. Alberto Heimler, Prof. Marshall Steinbaum, Lina Khan, and Ebru Gökçe Dessemond. The ICF creates an excellent forum for experts to share their experiences and provides the opportunity for competition authorities from different jurisdictions to exchange ideas.

During the ICF in December, the president of the Authority, Birol Küle, stated that there is a significant shock in both demand and supply in the global economy due to the pandemic, which has led to reforms and opportunities. At this point, Birol Küle emphasised the importance of competition authorities in reflecting these reforms in practice and underlined that they have respond to interrelated issues with a focus on consumer welfare.

According to the president of the Authority, markets are now characterised by complexity. The boundary between consumer protection and the protection of competition has become ambiguous, and competition authorities are “being reborn” during this period, where known prescriptions and existing mechanisms are inadequate. By looking at developments in the world, the fact that competition authorities around the world and the academic community have started to give importance to many intervention tools, especially regarding excessive prices, is the best proof of the need of reform.

The president’s statements can be interpreted as an intention to support new reforms for digital markets in 2021. This may be a very busy year, like 2020, in terms of new developments and new tools for competition authorities, particularly in digital markets.

Covid price surges: The first reasoned Board decision

The Authority initiated several preliminary and in-depth investigations regarding price hikes in different industries in the first months of the Covid-19 outbreak. The first reasoned decision came from the preliminary investigation regarding fabric producers (fabrics usually used for surgical masks).

The Competition Board first looked at prices and determined that that the average prices of eight fabric producers increased by 39% in the January–June 2020 period compared to the same period in 2019.

As a result, the Board first examined excessive pricing claims and, as a conclusion, decided that none of the undertakings were in a dominant position. For this reason, no further examinations were made within the scope of abuse of dominance. Therefore, the Board carried out its examination whether there were any anti-competitive agreements of concerted practices to restrict competition between undertakings that caused the increase in prices. The Board examined several pieces of information and documents during on-site inspections within this scope and concluded that there is no evidence pointing to the fact that there is an agreement or a concerted practice to restrict competition between the undertakings.

The Board also stated that total demand also increased by 34% by considering the total sales of the undertakings. The main reason for price increases by the undertakings in this period was found to be related to the increase in demand. As a result, the Board concluded that there are no grounds for initiating an in-depth investigation.

This decision may shed light on other cases regarding excessive prices during the Covid-19 pandemic. After the Covid-19 outbreak, the Board published several announcements regarding price gouging and subsequently initiated investigations in this regard. In the meantime, the Unfair Prices Assessment Board was established as a new and separate watchdog for price hikes and stockpiling during crises. It is clarified with its decision that excessive price assessments will be carried out under the same principles of competition law. On the other hand, the Unfair Prices Assessment Board may conduct its activities if there are unfair prices that are not excessive prices as defined in Turkish competition law.

The TCA approved the following merger control filings in December at the Phase I stage:

December was the most active month of 2020. Despite some fluctuations due to Covid-19, it can be said that both the Authority and the Turkish economy kept pace in 2020 via online activities. There is only a small gap between 2019 and 2020 in terms of the number of finalised merger control filings in Phase I. In 2019, the Authority concluded a total of 188 filings in Phase I; this number increases to 208 when the number of filings concluded in Phase II is added. In 2020, the Authority concluded 178 filings in Phase I. The year 2021 may prove to be more dynamic, given that virtual life is becoming the “new normal” and new developments coming with digitalisation will be more familiar.

  • Acquisition of sole control of Restoran İşletmeleri Ltd. Şti. by Birlesik Holding Limited.
  • Acquisition of sole control of Ahlstrom-Munksjö Oyj. and its subsidiaries by Bain Capital Europe Fund V, SCSp. managed by Bain Capital Investors L.L.C.
  • Acquisition of sole control of Condor Flugdienst GmbH and its subsidiaries by Team Treuhand GmbH via SG Luftfahrt GmbH.
  • Acquisition of sole control of Rocket Topco Limited and its subsidiaries by Hg Capital LLP and KKR&Co. Inc.
  • Acquisition of sole control of M.T. Plastik A.Ş. by Simona AG.
  • Acquisition of joint control of InhabitIQ LLC, controlled by Insight Venture Management, LLC, by The Goldman Sachs Group, Inc.
  • Acquisition of sole control of Taiyuan Iron and Steel (Group) Company Ltd. by China Baowu Steel Group Corporation Limited.
  • Acquisition of joint control of the phenolic special resins business of Hexion Inc by Black Diamond Capital Management L.L.C and Investindustrial S.A. via Fusion UK Holding Ltd.
  • Acquisition of sole control of Forcepoint LLC by Francisco Partners Management LP.
  • Acquisition of SmartBear Software, Inc. controlled by funds managed by Francisco Partners Management LP by funds, managed by Partners Management, LLC.
  • Acquisition of some shares of Antalya Balık Turizm Gıda Taşımacılık İnşaat Sanayi ve Ticaret A.Ş. by Ahmet SAGUN, Oğulcan Kemal SAGUN, Firdevs KÜLEKÇİOĞLU and Marines Gıda San ve Tic. A.Ş.
  • Acquisition of sole control of Bereketli Elektrik Enerji Üretim ve Ticaret A.Ş. by Deniz Res Enerji Yatırımları A.Ş., which a subsidiary of İş Portföy Yönetimi A.Ş. Infrastructure Venture Capital Investment Fund.
  • Acquisition of Vitrociset Space Business of Vitrociset S.p.A, controlled by Leonardo S.p.A., by Telespazio S.p.A, jointly controlled by Leonardo S.p.A and Thales S.A. 
  • Acquisition of all current shares of METRO AG by EP-Global Commerce A.S. through tender offer.
  • Acquisition of sole control of Hyundai Assan Otomotiv Sanayi ve Ticaret A.Ş. by Hyundai Motor Company.
  • Merger of Process+Lab Devices Online GmbH and Automation24 GmbH under Automation24 GmbH. Acquisition of joint control of Automation24 GmbH by Ifm Electronic GmbH and Endress+Hauser Group Services AG.
  • Acquisition of sole control of Hyundai Assan Otomotiv Sanayi ve Ticaret A.Ş. by Hyundai Motor Company.
  • Acquisition of indirect joint control of Vantage Group Holdings Ltd. by Hellman & Friedman LLC and The Carlyle Group Inc. 
  • Merger of Fiat Chrysler Automobiles N.V. and Peugeot S.A under Fiat Chrysler Automobiles N.V.
  • Establishment of a joint venture between Daimler AG and Aktiebolaget Volvo (via its subsidiaries) to develop, manufacture, sell and provide after-sales services for heavy-duty truck fuel cells.
  • Acquisition of sole control of G4S plc by Allied Universal Topco LLC, jointly controlled by Warburg Pincus LLC and Caisse de Dépôt et Placement du Québec.
  • Indirect merger of some assets of Pester Marketing Company and its subsidiaries by Fortress Investment Group LLC, which was majority-owned indirectly by Phillips 66 Company and SoftBank Group Corporation.
  • Acquisition of sole control of Thrace Basin Natural Gas (Türkiye) Corporation and Corporate Resources B.V. by TBNG Limited.
  • Acquisition of sole control of Ejder Kimya İlaç Danışmanlık Sanayi ve Ticaret A.Ş. by IMCD N.V. via IMCD Ticaret Pazarlama ve Danışmanlık Ltd. Şti.
  • Acquisition of sole control of the cardiac valve business of LivaNova Plc by Gyrus Capital S.A.
  • Acquisition of sole control of Baymina Enerji A.Ş., Engie Yönetim Enerji Hizmetleri ve Ticaret A.Ş. ve Gazko Enerji Ticaret A.Ş. directly and İzgaz İzmit Gaz Dağıtım Sanayi ve Ticaret A.Ş. indirectly by Palmet Enerji A.Ş.
  • Transfer of Gebze Terminal, which operates under Samsun Akaryakıt Depolama A.Ş., to the ownership of Güzel Enerji Akaryakıt A.Ş. at the expiration of the rental period.

For more information please contact Bulut Girgin, Counsel, at bgirgin@gentemizerozer.com, and Ceren Ceyhan, Associate, at cceyhan@gentemizerozer.com.

About the author

Counsel at | Website | + posts

Bulut Girgin has over 10 years of experience in competition law, regulated industries and compliance. He has advised clients in diverse sectors including telecommunications, FMCG, automotive, construction, media and technology. Bulut has represented various multinational and national companies before the Turkish Competition Board, administrative courts and the Council of State regarding cartel and abuse of dominance investigations and has filed numerous M&A and negative clearance filings with the Turkish Competition Authority. He has also conducted, as both as an in-house lawyer and outside counsel, several comprehensive compliance programmes on competition law, anti-corruption matters and internal investigations.

2008: Baskent University, LL.B.
2009: Bilkent University, LL.M. (Law and Economics)
2015: King's College London, LL.M., Competition Law, Recipient of Chevening Scholarship form the UK Government
Istanbul Bar Association

Turkish, English, German

Senior Associate at | Website | + posts

Şeyma Olğun is a Senior Associate. She has extensive experience in energy, projects, and project finance, as well as in capital markets, compliance and competition law related matters.

2019: Galatasaray University, School of Law, Public Law Masters, LL.M.
2012: Ankara University, Faculty of Law, LL.B.
Istanbul Bar Association

Turkish, English

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