Competition Law

The matters we handle within the framework of the Law on the Protection of Competition No. 4054:

• Restrictive agreements, concerted practices and decisions of associations of undertakings
• Cartel allegations and examinations concerning price fixing and market sharing
• Vertical agreements, resale price maintenance and territorial or customer restrictions
• Abuse of dominant position and exclusionary conduct
• Merger clearance notifications and turnover threshold assessments
• Block exemption, individual exemption and negative clearance applications
• Defence during preliminary inquiries and investigations of the Competition Authority
• Legal support and advance preparation for dawn raids
• Leniency applications and the settlement procedure
• Actions for the annulment of Competition Board decisions
• Compensation actions arising from competition infringements
• Assessment of state aid from a competition law perspective
• In-house competition compliance programmes and employee training

In our work in this field, the Law on the Protection of Competition No. 4054 is taken into account. Competition risk often arises within a decision that management does not regard as a competition law matter, such as a price message sent to a dealer, sales data shared with a competitor or information exchanged before an acquisition. For this reason, not only the contract but also the parties' market position, the effect of the practice, correspondence, meeting records and the manner in which the decision was taken within the company are assessed together.

Within the scope of relationships with competitors, communication rules for meetings with competitors are established, data sharing and joint working models are examined, and the risk arising from past correspondence is assessed through internal review. In joint purchasing, research and development, production, standardisation or tender cooperation projects, the legitimate purpose is distinguished from the elements that restrict competition.

Dealership, distribution, franchise and supply agreements are prepared and reviewed taking into account the parties' market power, sales channels, the duration of the agreement and the combined effect of the restrictions. Territorial and customer allocation, restrictions on passive sales, online sales bans, marketplace conditions, non-compete obligations and exclusivity provisions are examined separately, and care is taken that recommended prices do not in practice become mandatory prices.

In merger and acquisition transactions, whether the transaction is subject to notification, the turnover calculation, ancillary restraints, non-compete clauses, the joint venture structure and the notification file are assessed together with the transaction timetable. Where necessary, clean teams, restricted data rooms and information-sharing protocols are established for the period before closing.

Competition risk maps, employee guides, contract checklists, approval mechanisms, whistleblowing channels and dawn raid procedures are prepared according to the company's operations as part of in-house compliance programmes. Defence in preliminary inquiries and investigations of the Competition Authority, commitment, settlement and leniency processes, annulment actions against Competition Board decisions and compensation claims arising from competition infringements also fall within our field of practice.

Among the matters most frequently encountered in practice are coordination between competitors on prices, costs, customers, capacity, tender behaviour or employee wages. The existence of a signed document is not required for an infringement; meetings, messages, information flows and market conduct may be assessed together. No-poach and wage-fixing arrangements between competing employers are also subject to the competition rules.

In distribution relationships, not only the explicit fixing of resale prices but also loss of bonuses, discount pressure, suspension of deliveries or mandatory campaign approval are of importance. A manufacturer may announce recommended or maximum resale prices; however, setting fixed or minimum prices through direct or indirect pressure gives rise to a risk of infringement. An agreement that appears to meet the block exemption conditions in form does not mean that its implementation in practice is lawful.

Holding a strong position in the market is not in itself unlawful. The risk arises where that power is used in a way that excludes competitors, discriminates between customers without objective justification or disproportionately restricts market access. Loyalty discounts, tying, refusal to supply, predatory or excessive pricing claims and the blocking of access to essential inputs or platforms may be examined in this context, taking into account entry barriers, customer dependency, network effects, data power and economic justification.

In merger control, the notification requirement is not determined by the transaction value alone; the change of control, the turnover of the parties and their economic entities, their fields of activity, the connection with Turkey and the notification thresholds in force are examined together. Implementing a transaction subject to authorisation before clearance, transferring management control in practice or sharing competitively sensitive information without control may give rise to administrative fines and measures aimed at reversing the effects of the transaction.

The process begins with the examination of contracts, e-mails, messages, meeting notes, price lists, discount and bonus systems and decision-making authorisations. Communications that appear risky are not taken out of context; the chronology of events and their commercial rationale are set out. Where a commercial decision has not yet been implemented, review at that stage may be more effective than a defence conducted afterwards.

Where a dawn raid begins, the authorisation document and its scope are checked, the actions taken are recorded, copied documents are tracked and the necessary legal objections are raised with respect to correspondence directly connected with the right of defence. Deleting data, withholding a device or delaying access may be treated as obstructing or hindering the inspection; for this reason, the roles of management, legal, IT, human resources and reception staff are determined in advance.

An examination by the Competition Authority may begin with a request for information or a dawn raid and, depending on the nature of the case, proceed to a preliminary inquiry, an investigation and written and oral defence stages. Commitment, settlement and leniency do not produce the same legal consequence; the commitment route does not apply to clear and serious infringements, while leniency is a special procedure for cartel infringements based on active cooperation with the Authority.

An annulment action may be brought before the administrative courts against a Competition Board decision. Bringing an action does not automatically suspend the implementation of the decision; the conditions for a stay of execution are assessed separately in the specific file, and since the time limit for bringing an action runs from service of the decision, the date of service is checked without delay. The client is regularly informed about the stages of the process, the possible risks and the legal remedies that may be pursued.