Introduction
Technology undertakings have become one of the most important focus areas of Turkish merger control. Digital platforms, software companies, fintech businesses, gaming studios, biotechnology companies, health technologies, data-driven services and online marketplaces may grow quickly, collect valuable data, create network effects and become strategically important even before they generate high turnover. For this reason, merger control rules in Turkey no longer focus only on traditional industrial transactions or large-scale revenue figures.
The central statute is Law No. 4054 on the Protection of Competition. The current consolidated version of Law No. 4054 is listed by WIPO as amended up to 2024, and the law has been in force since 13 December 1994. Merger control in Turkey is mainly implemented through Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Authorization of the Competition Board, which determines which transactions must be notified to and authorized by the Turkish Competition Board before they can become legally valid.
The Turkish Competition Authority updated the merger control framework in 2026. The update amended Communiqué No. 2010/4, the notification form and several explanatory guidelines. Most importantly, it increased general turnover thresholds while preserving a special rule for technology undertakings established in Turkey.
For foreign investors, venture capital funds, private equity firms, strategic buyers, startup founders and technology companies, this means that Turkish merger control analysis should be conducted at the earliest stage of any transaction. A seemingly small acquisition of a Turkish technology company may still require notification if the special technology undertaking rule applies.
1. What Is a Technology Undertaking Under Turkish Merger Control?
In Turkish merger control practice, the concept of a technology undertaking is used to identify certain companies operating in innovation-driven sectors. These undertakings may include businesses active in digital platforms, software, gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and healthcare technologies.
The reason for treating technology undertakings differently is economic. In technology markets, turnover may not reflect competitive importance. A startup may have low current revenues but strong data assets, valuable technology, a fast-growing user base, intellectual property, network effects or potential to become a future competitor. If such a company is acquired by an incumbent platform or a powerful market participant, the transaction may affect future competition.
This concern is often described as the risk of killer acquisitions or acquisitions of nascent competitors. A dominant or strategically strong undertaking may acquire a small innovative company not because of its current revenue, but because of its future competitive threat, technology, data, talent or market position.
Turkish merger control therefore gives special attention to technology undertakings. The 2026 update confirms that technology transactions remain a priority, even though general turnover thresholds were increased.
2. Why Technology Undertakings Matter in Turkish Competition Law
Traditional merger control thresholds are usually based on turnover. This works reasonably well for mature businesses because high turnover often reflects market presence. However, technology markets are different.
A technology undertaking may have:
A large user base but low revenue.
Strong data assets but limited monetization.
Important software infrastructure but early-stage sales.
High innovation potential but no profitability.
Strategic intellectual property but limited turnover.
A platform ecosystem that can scale rapidly.
Network effects that may create future market power.
Because of these characteristics, a transaction involving a technology undertaking may raise competition concerns even if the target’s financial statements appear modest. For example, the acquisition of a Turkish fintech startup by a major bank, a gaming studio by a global platform, a healthtech company by a large healthcare group or a data analytics startup by an online marketplace may require careful competition law analysis.
The Turkish Competition Authority’s 2026 update expressly states that the technology undertaking exception is now limited to technology undertakings established in Turkey and that transactions involving such undertakings are subject to a TRY 250 million individual turnover threshold.
3. General Merger Control Thresholds After the 2026 Update
The 2026 amendments significantly changed the monetary thresholds for merger filings in Turkey. According to the Turkish Competition Authority’s official announcement, the individual threshold was increased from TRY 250 million to TRY 1 billion, the aggregate Turkish turnover threshold was increased from TRY 750 million to TRY 3 billion, and the worldwide turnover threshold was increased from TRY 3 billion to TRY 9 billion.
This means that ordinary mergers and acquisitions are now screened against higher turnover levels. The amendment aims to reflect macroeconomic changes and reduce unnecessary filings for transactions that are unlikely to raise competition concerns.
However, the technology undertaking rule creates a different analysis. Even though the general individual threshold has increased to TRY 1 billion, technology undertakings established in Turkey remain subject to a lower individual threshold of TRY 250 million in relevant transactions.
For M&A practice, the practical result is clear: every transaction must be screened in two stages. First, the parties must check the general merger control thresholds. Second, if the target or relevant party is a technology undertaking established in Turkey, the special threshold must be considered.
4. The Technology Undertaking Exception After 2026
The most important point for startup and technology transactions is the revised technology undertaking exception. Before the 2026 update, the technology undertaking regime was broader. The 2026 amendment narrowed the exception by limiting it to technology undertakings established in Turkey. At the same time, it retained closer scrutiny over these undertakings by applying the TRY 250 million individual turnover threshold to transactions involving such companies.
This amendment creates a more targeted system. Transactions involving foreign technology companies with no Turkish establishment may be less likely to trigger the special rule merely because of global technology activity. But acquisitions of Turkish technology undertakings remain under closer review.
This is especially relevant for:
Turkish software companies.
Turkish fintech startups.
Turkish gaming studios.
Turkish online platforms.
Turkish healthtech businesses.
Turkish biotech or pharmacology companies.
Turkish data analytics companies.
Turkish SaaS businesses.
Turkish marketplace infrastructure providers.
Turkish AI or machine learning companies.
Foreign investors acquiring these companies should not assume that low revenue eliminates Turkish merger filing risk. If the target falls within the technology undertaking category and the relevant thresholds are met, notification may be mandatory.
5. Merger Control Is Suspensory in Turkey
Turkish merger control is a suspensory system. If a transaction is notifiable, the parties must obtain Turkish Competition Board approval before closing. Closing a notifiable transaction without approval may create gun-jumping risk.
Gun-jumping may occur not only through formal share transfer but also through premature integration, transfer of control, influence over the target’s pricing, commercial strategy, customer relationships or operations before clearance. In technology deals, this risk is particularly important because buyers often want early access to sensitive data, source code, product roadmaps, user metrics, algorithmic models, customer pipelines and technical staff.
Parties should therefore use proper clean team arrangements and pre-closing covenants. The buyer may need information for due diligence, but it should not gain operational control before clearance. Sensitive information should be shared only when necessary, through limited access, confidentiality protections and competition law safeguards.
6. What Counts as a Change of Control?
A transaction generally becomes relevant for merger control if it creates a lasting change of control. Control may be acquired through shares, assets, voting rights, contractual rights, veto rights or other means that allow decisive influence over an undertaking.
In technology transactions, control may arise in several ways:
Acquisition of majority shares in a startup.
Acquisition of minority shares with strategic veto rights.
Acquisition of source code, software platform or business line.
Acquisition of a data asset or product division.
Formation of a full-function joint venture.
Acquisition of sole control from joint control.
Acquisition of joint control by a strategic investor.
Contractual rights allowing decisive influence over business strategy.
Minority investments require special care. A venture capital or strategic investor may acquire less than 50% of the shares but still obtain veto rights over budget, business plan, senior management, strategic investments, market entry or product roadmap. Such rights may amount to joint control depending on their scope.
7. Why Startup Acquisitions Require Special Analysis
Startup acquisitions often look simple from a corporate law perspective, but they may be complex from a competition law perspective. Technology startups are frequently acquired for their future potential rather than current market share. A startup may be loss-making, yet competitively important.
A competition analysis of a technology startup acquisition should consider:
The target’s current and future products.
Whether the target is an actual or potential competitor of the buyer.
The target’s data assets and user base.
The buyer’s position in adjacent markets.
Network effects and ecosystem advantages.
Whether the target could become a future rival.
Whether the acquisition eliminates innovation pressure.
Whether the buyer may integrate the target to foreclose others.
Whether the transaction affects platform neutrality.
Whether the target’s technology is important for third-party competitors.
For example, a large digital platform acquiring a small Turkish AI-based search tool may not create immediate horizontal overlap, but it may affect future competition in search, advertising, data analytics or platform services. A fintech acquisition may affect payment services, open banking, digital wallets or merchant data. A gaming acquisition may affect user acquisition, in-app monetization, adtech or platform distribution.
8. Digital Platforms and Market Power Concerns
Digital platforms are especially important in technology merger control. Platforms may operate multi-sided markets, connecting users, sellers, advertisers, developers, restaurants, drivers, merchants or content creators. Their competitive power may come from network effects, data access, brand recognition, default status, ecosystem integration and switching costs.
A merger involving a digital platform may raise several concerns:
The buyer may acquire a potential competitor.
The transaction may strengthen data advantages.
The buyer may integrate the target into a closed ecosystem.
The transaction may increase barriers to entry.
The buyer may restrict interoperability.
The transaction may allow self-preferencing.
The target’s technology may no longer be available to rivals.
The acquisition may reduce innovation incentives.
These concerns are not limited to large global platforms. Turkish online marketplaces, fintech platforms, logistics platforms, health platforms, mobility platforms and SaaS ecosystems may also raise local competition issues.
9. Data as an Asset in Technology Mergers
In technology transactions, data may be as important as revenue. A target may own user data, transaction data, behavioral data, health data, payment data, logistics data, marketplace data, gaming data or advertising data. Combining this data with the buyer’s existing dataset may strengthen market power.
Competition law analysis should consider whether the data is unique, difficult to replicate, commercially valuable and relevant for competition. If the combined entity obtains a data advantage that rivals cannot match, the transaction may raise concerns.
However, not every data combination is problematic. Data may create efficiencies, improve services, reduce fraud, personalize products and support innovation. The legal issue is whether the transaction significantly reduces competition or creates foreclosure risk.
In transaction documents and filings, parties should explain the business purpose of data integration, privacy safeguards, access conditions, interoperability commitments and consumer benefits where relevant.
10. Venture Capital and Investment Funds
Technology undertakings are frequently financed by venture capital funds, angel investors, private equity funds and strategic corporate venture arms. Not all investment transactions require merger control notification. The key question is whether the investor acquires control.
A pure minority investment without control may fall outside merger control. However, many investment agreements include veto rights, board rights, reserved matters, liquidation preferences, information rights and strategic consent rights. Some of these rights protect the financial value of the investment; others may confer decisive influence.
For example, veto rights over ordinary course business decisions, annual budget, business plan, senior management appointments or strategic market behavior may create joint control. By contrast, veto rights limited to protecting minority shareholder financial interests may not necessarily amount to control.
The 2026 update also simplified certain notification form requirements for acquisitions by venture capital investment trusts, venture capital funds and risk capital companies. The Turkish Competition Authority stated that the notification form now includes facilitation for such investors.
11. Joint Ventures Involving Technology Undertakings
Joint ventures are common in technology sectors. Companies may cooperate to develop software, create digital platforms, launch payment infrastructure, develop health technologies, build logistics systems or commercialize AI tools.
A full-function joint venture may be subject to merger control if it performs all functions of an independent economic entity on a lasting basis. However, joint ventures may also create coordination risks between parent companies, especially where the parents remain competitors in related markets.
The 2026 update added a new framework for assessing coordination risks between parent undertakings in joint ventures. The Turkish Competition Authority expressly announced that the amendment clarifies the analysis of coordination risks arising between parent undertakings due to joint ventures.
For technology joint ventures, parties should assess whether the JV will exchange sensitive data between parents, coordinate product development, divide customers, align pricing or restrict independent innovation. The JV agreement should include confidentiality, clean team and information firewall rules where necessary.
12. Notification Form and Simplification After 2026
The 2026 update did not only change thresholds. It also simplified the notification form. The Turkish Competition Authority announced that some information previously requested from parties was removed from the form and that, where the parties’ combined market shares in affected markets are low, various information no longer needs to be submitted.
This is important for technology transactions because some deals involve emerging markets where market shares are difficult to calculate. Simplified filing requirements may reduce burden in non-problematic cases. However, parties should not treat simplification as a reason to submit weak or incomplete filings.
A strong technology merger filing should still explain:
The transaction structure.
The target’s technology and business model.
Relevant markets and possible market definitions.
Actual and potential overlaps.
Data assets and integration plans.
User base and growth strategy.
Competitors and entry barriers.
Innovation pipeline.
Platform or ecosystem effects.
Whether the target is a potential competitor.
Efficiencies and consumer benefits.
13. Updated Guidelines Published in 2026
After the February 2026 amendments, the Turkish Competition Board updated several merger control guidelines. The Authority announced on 4 May 2026 that updated guidelines were published in line with the amended Communiqué No. 2010/4. These include changes concerning the concept of control, relevant undertaking, turnover and ancillary restraints, horizontal and non-horizontal merger assessment, joint venture coordination effects and calculation of Turkish turnover for technology undertakings.
This is highly relevant for legal practice. The updated guidelines show that the Authority expects parties to apply the amended rules in a structured way. Technology transactions should therefore be reviewed not only under the text of the Communiqué but also under the updated guidance.
The updated guidance specifically mentions that issues to be considered in calculating Turkish turnover for technology undertakings have been addressed. This point is crucial because turnover calculation can determine whether filing is required.
14. Turkish Turnover Calculation for Technology Undertakings
Turnover calculation is one of the most technical aspects of merger control. For technology undertakings, the analysis may be more difficult because revenue may come from subscriptions, in-app purchases, advertising, commissions, SaaS fees, licensing, data analytics, transaction fees, cloud services, platform commissions, API access fees or international sales.
The updated 2026 guidelines address issues to be considered in calculating Turkish turnover for technology undertakings. In practice, parties should examine whether revenue is generated from Turkish users, Turkish customers, Turkish advertisers, Turkish merchants, Turkish app downloads, Turkish subscriptions, Turkish transactions or services supplied into Turkey.
Foreign investors should not rely only on accounting categories used for global financial reporting. Turkish competition law turnover calculation may require separate analysis of Turkish sales, target business turnover and group-level revenue.
15. Killer Acquisition Risk and Potential Competition
Technology merger control is closely linked to potential competition. A target may not yet compete strongly with the buyer, but it may become a meaningful competitor in the future. If the acquisition removes that future competitive threat, the transaction may harm competition.
Killer acquisition concerns are particularly relevant where:
The buyer is a dominant or strong incumbent.
The target is innovative and fast-growing.
The target has a product pipeline that may challenge the buyer.
The target owns unique technology or data.
The market has high entry barriers.
The buyer has a history of acquiring emerging rivals.
The target’s business could expand into the buyer’s core market.
The acquisition may discontinue or redirect the target’s innovation.
In such cases, the Competition Board may examine not only current revenues but also internal documents, product roadmaps, investor presentations, market forecasts, strategic rationale and potential overlaps.
16. Internal Documents in Technology Merger Review
Internal documents are very important in technology merger review. The Authority may examine how the buyer describes the target, why the target is being acquired, whether the target is seen as a threat and whether the acquisition aims to eliminate future competition.
Risky internal language may include:
“Acquire them before they become a competitor.”
“This startup may disrupt our platform.”
“We can shut down their competing product.”
“This acquisition protects our market position.”
“We will prevent them from partnering with our rivals.”
“Their data will strengthen our dominance.”
“This removes a future threat.”
Such language does not automatically mean the transaction will be blocked, but it can create serious questions. Parties should ensure that transaction rationale documents accurately reflect legitimate business reasons such as technology integration, product improvement, efficiency, innovation, talent acquisition, consumer benefits and expansion.
17. Remedies in Technology Transactions
If a technology transaction raises competition concerns, the parties may consider remedies. Remedies may be structural or behavioral.
Structural remedies may include divestiture of a business line, sale of certain assets, separation of data assets or transfer of intellectual property. Behavioral remedies may include access commitments, API access, non-discrimination obligations, data separation, interoperability obligations, licensing commitments, firewalls or restrictions on self-preferencing.
In technology markets, behavioral remedies may be complex because products change quickly. A commitment that is clear today may become outdated as technology evolves. Therefore, remedies should be specific, monitorable and operationally realistic.
Where possible, parties should identify competition concerns early and prepare potential remedies before the filing process becomes contentious.
18. Gun-Jumping Risks in Technology Deals
Technology deals create special gun-jumping risks because buyers often need detailed technical information during due diligence. They may request source code, user data, customer metrics, pricing models, product roadmaps, algorithms, security architecture and strategic plans. If the buyer is a competitor or potential competitor, such access can be sensitive.
To reduce risk, parties should use:
Clean teams.
External adviser review.
Data rooms with access controls.
Aggregated or redacted data.
Limited disclosure of source code.
Confidentiality protocols.
No integration before clearance.
No influence over pricing or product strategy.
No transfer of control before closing.
No joint customer approach before clearance.
Pre-closing covenants should also be reviewed. A buyer may protect the target’s value, but it should not control ordinary course business decisions before approval.
19. Foreign-to-Foreign Technology Transactions
Foreign-to-foreign technology acquisitions may still require Turkish merger control analysis if the parties generate Turkish turnover or the transaction affects Turkish markets. A U.S., EU, U.K., Gulf or Asian technology transaction may trigger Turkish filing if Turkish thresholds are met.
However, after the 2026 amendment, the special technology undertaking exception is limited to technology undertakings established in Turkey. This means the special lower threshold is now more targeted. Still, foreign transactions may be notifiable under the general thresholds if the parties have sufficient Turkish turnover.
Foreign buyers should therefore screen Turkey even if the target is not Turkish. Turkish users, Turkish advertisers, Turkish subscriptions, Turkish marketplace sellers, Turkish app revenue or Turkish enterprise customers may all matter.
20. Practical Checklist for Technology Transactions in Turkey
A Turkish merger control checklist for technology transactions should include the following:
Identify whether the target is a technology undertaking.
Determine whether the target is established in Turkey.
Check whether the special TRY 250 million threshold applies.
Calculate Turkish and worldwide turnovers carefully.
Assess whether there is a permanent change of control.
Review minority rights and veto rights.
Analyze whether the target is an actual or potential competitor.
Review data assets and data combination effects.
Assess platform, ecosystem and network effects.
Check whether the transaction affects innovation.
Review internal transaction rationale documents.
Use clean teams for sensitive due diligence.
Include Turkish merger clearance as a condition precedent if needed.
Avoid pre-closing integration.
Prepare a strong filing narrative.
Consider remedies early if concerns exist.
21. Why Legal Advice Is Essential
Technology undertaking rules require specialized legal and economic analysis. A simple threshold check may not be enough. The parties must understand the target’s technology, market potential, data assets, revenue sources, control rights, ecosystem relationships and future competitive role.
A Turkish competition lawyer can help identify whether filing is required, prepare the notification, manage communications with the Authority, coordinate foreign filings, design clean team protocols, review transaction documents, assess gun-jumping risk and prepare remedies if necessary.
For startup founders, legal advice is also important because merger control can affect deal timing. A transaction that requires Competition Board approval cannot close immediately. Founders and investors should reflect this in transaction documents, long-stop dates, regulatory covenants and closing mechanics.
Conclusion
Technology undertakings and merger control rules in Turkey have become a central issue for investors, startups, strategic buyers and digital platforms. The 2026 amendments to Communiqué No. 2010/4 increased general turnover thresholds but preserved special scrutiny for technology undertakings established in Turkey. The general individual threshold increased to TRY 1 billion, the aggregate Turkish turnover threshold increased to TRY 3 billion and the worldwide turnover threshold increased to TRY 9 billion. However, transactions involving technology undertakings established in Turkey remain subject to a TRY 250 million individual turnover threshold.
This framework reflects a balanced policy. Ordinary transactions face higher thresholds, reducing unnecessary filings. At the same time, acquisitions of Turkish technology undertakings remain closely monitored because such companies may be competitively important even with relatively modest turnover.
For technology transactions, parties must look beyond current revenue. They should assess data, network effects, innovation potential, ecosystem leverage, platform power, potential competition and future market dynamics. They should also manage gun-jumping risks, sensitive due diligence, minority control rights and clean team procedures.
The Turkish Competition Authority’s 2026 publication of updated merger guidelines confirms that merger control practice continues to evolve, particularly in relation to control, turnover, joint ventures and technology undertakings.
For any acquisition, investment or joint venture involving a Turkish technology undertaking, early Turkish merger control analysis is essential. A well-managed filing process can prevent closing delays, administrative fines, transaction uncertainty and regulatory disputes. In Turkey’s fast-growing digital economy, competition law compliance is not only a legal obligation but also a strategic requirement for sustainable technology investment.
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