On March 14, 2022, the Turkish Competition Authority (“Authority”) published its much anticipated E-Commerce Platforms Sector Inquiry Final Report (“Report”). The Report is extensive in scope and it aims to present a snapshot of the market and provide policy recommendations to address the market failures detected by the Authority. In this article, however, the section on the most favored nation (“MFN”) clauses will be focused on and more particularly it will be discussed whether MFN clauses can be employed by digital platforms in the light of findings of the Report. Decisional practice of the Turkish Competition Board (“Board”) will also be under the spotlight to provide further colour.
The Turkish Medicines and Medical Devices Agency ("Agency") published the Guideline on License Application for Homeopathic Medicinal Products (“Guideline on Licensing”) and the Guideline on the Packaging, Homeopathic Medicinal Product Information, Legibility and Tracking of Homeopathic Medicinal Products (“Guideline on Packaging”) on March 15, 2022. Both Guidelines are based on Homeopathic Medicinal Products Licensing Regulation (“Regulation”). Within the scope of the Guidelines, the Agency has started accepting license applications for homeopathic medicinal products through the website www.ebs.titck.gov.tr, as of April 1, 2022.
Over the recent years, digitalisation and digital services have been at the core of many innovative advantages for businesses and end users alike. These benefits range from online intermediation services to software application stores. This variety offers better and more efficient choices for users while increasing competition within the digital markets industry.
On March 4, 2022 the Turkish Competition Authority (“Authority”) published the Communiqué No. 2022/2 on the Amendment of Communiqué No. 2010/4 on the Mergers and Acquisitions Subject to the Approval of the Competition Board (the “Amendment Communiqué”). The Amendment Communiqué introduced certain new rules concerning the Turkish merger control regime, which fundamentally affect merger control notifications submitted to the Authority.
The Turkish Competition Board’s (the “Board”) decision on whether undertakings that are active in the welding sector violated Article 4 of the Law No. 4054 on the Protection of Competition (“Law No. 4054”) by way of determining their prices together has been published.
On March 21, 2022, Member States of the International Centre for Settlement of Investment Disputes (“ICSID”) approved a comprehensive set of amendments to the ICSID’s flagship rules for resolving disputes between foreign investors and their host States, after a five-year long process. This marks the fourth time the ICSID rules have been updated. Also, this is the most extensive review until now, as also explicitly acknowledged by the ICSID. The amendments will come into effect on July 1, 2022 and will apply to arbitrations commenced from that date onwards.
In Turkey, digitalization in corporate law practice has been significantly and gradually increasing in the last few years. Provision of digital signature declarations through the Central Registration System (“MERSIS”), making foreign direct investment notifications through the Electronic Incentive Practices and Foreign Capital System (“E-TUYS”) and receiving electronic notifications from the Social Security Institution (“SSI”) are some of the recent examples and developments of this effort. In this article, we will evaluate these current developments and explain significant points that should be taken into consideration for efficiency.
On March 4, 2022 the Turkish Competition Authority (“Authority”) published the Communiqué No. 2022/2 on the Amendment of Communiqué No. 2010/4 on the Mergers and Acquisitions Subject to the Approval of the Competition Board (“Amendment Communiqué”). The Amendment Communiqué introduces certain new regulations concerning the Turkish merger control regime, which will fundamentally affect the notifiabiliy analysis of the transactions and the merger control notifications submitted to the Authority.
The Turkish Competition Authority (the "Authority") published its Obilet/Biletal decision where it conditionally approved the acquisition of Biletal İç ve Dış Ticaret A.Ş.’s (“Biletal”) sole control by Obilet Bilişim Sistemleri A.Ş. (“Obilet”) and decided that the proposed transaction would not result in significant impediment of effective competition under Article 7 of Law No. 4054 on the Protection of Competition ("Law No. 4054") subject to commitments proposed by the parties.
From promoting a new brand to preserving the market presence of an already established one, User Generated Content (“UGC”) has become an uncanny tool to initiate and preserve consumer engagement. With that, social network providers have transformed from mere conduits of social interaction between individuals, to multifaceted platforms that enable businesses to reach their consumers. As UGC became more and more mainstream, pulled millions of users and created some of the biggest tech companies, many countries try to catch up with regulations such as Turkey.
As announced last week, the Turkish Competition Authority has recently amended the legislation relating to the Turkish merger control regime through an amendment communiqué. This piece of additional analysis is to explore the scope of sectors that will be exempt from certain local turnover thresholds, and therefore the concentrations in which will be notifiable in Turkey regardless of magnitude of Turkish operations.
Turkish Commercial Code No. 6102 (“TCC”) sets forth that in accordance with the articles of association or by changing the articles of association, general assembly of shareholders of a joint stock company may decide to issue dividend right certificates in favor of the owners, creditors or those related to the company for a similar reason. In this article, we will focus on the purpose and types of dividend right certificates within the framework of Article 348, 502 and 503 of the TCC.
On January 19, 2022, Turkish Competition Authority (“Authority”) has published a highly anticipated decision of the Competition Board (“Board”) regarding the investigation against retail grocery chains and suppliers of such chains, active in the fields of retail food and cleaning products (“Investigation”). The Investigation involved leading global suppliers of food and cleaning products such as Henkel, Unilever, Nestle, Johnson & Johnson, Procter & Gamble and Nivea as well as almost all retailers active in fast moving consumer goods (“FMCG”) business in Turkey including but not limited to the major players such as BİM Birleşik Mağazalar A.Ş. (“BİM”), CarrefourSA Carrefour Sabancı Ticaret Merkezi A.Ş. (“Carrefour”), Migros Ticaret A.Ş. (“Migros”) and Yeni Mağazacılık A.Ş. (“A101”).
On December 9, 2021, the Turkish Competition Authority (“Authority”) published its report entitled “Analysis Report on the Financial Technologies in Payment Services” (“Report”) which evaluates the effect of the use of financial technologies (“Fintech”) in the financial sector, the obstacles to innovation and competition in the relevant markets and the entry of big technology (“Big Tech”) companies (e.g., Facebook, Amazon, Google, Apple) into the market. The Report notes that Fintech includes: (i) innovative products and services that emerged in the financial sector as a result of the radical technological transformation, (ii) new entrants other than the incumbent players that offer these services, and (iii) Big Tech companies which started to offer financial services.
Although it is the first thing that comes into mind, share acquisition is not the only way to acquire a target. Turkish laws allow acquisitions to be completed through a number of other methods such as asset acquisitions, business acquisitions and merger, depending on preference of the buyer. This article will explain the processes for the acquisition methods concerning joint-stock and limited liability companies covering the requirements for valid acquisitions and matters to consider.
A new law proposal amending certain provisions of Law No. 5651 on Regulation of Broadcasts via Internet and Prevention of Crimes Committed through Such Broadcast and Turkish Criminal Code is submitted before the relevant commissions of Grand National Assembly of Turkey (“TBMM”) and has been published on TBMM’s website on February 3, 2022.
Corporate governance principles are essential in order to protect benefits of minority shareholders and investors. Appointment of independent members is one of the most important elements that ensure proper implementation of the corporate governance principles. As a part of corporate governance principles regulated under the capital market legislation, independent board members must be appointed by the companies who are expected to objectively supervise the company and enlighten the public if necessary. It is important to have an independent member who will execute his/her duties without being influenced in order to create reliable cooperation.
Companies, for various reasons such as tax benefits, liabilities and as may be required by authorities, may decide to change their legal types. Turkish corporate law allows companies to change their types in accordance with Article 181 of the Turkish Commercial Code No. 6102 (the “TCC”) which sets forth which company types are allowed to convert into another.