Litigation Services

Deciding on whether to apply for leniency is an important step. ACTECON offers expert evaluations and risk analysis in order to determine whether company’s conduct in the market contains any competition law concern or violations and hence whether the leniency application is necessary. We support businesses throughout the whole leniency application process. We also have an extensive experience in relation to managing multinational leniency applications and collaborating with lawyers in other jurisdictions in this regard.

• Leniency policy was implemented in Turkey in 2009 when Regulation on Active Cooperation for Detecting Cartels was enacted.
• Leniency applications in Turkey are possible until the investigation report has been officially served.
• Full or partial immunity may be offered depending on order/timing of application submission and compliance with eligibility criteria.
• Normally only first ‘whistle blower’ may be entitled to full immunity (subject to certain conditions, i.e. timing is crucial here – it has to be before preliminary investigation decision is taken).
• Partial immunity (reduction in fines) is possible for either (i) those ‘whistle blowers’ who qualify for full immunity, but they are late as the preliminary investigation decision is taken; or (ii) those who are not the first ones to approach the Competition Authority.

In mergers and acquisitions businesses can always rely on ACTECON’s expertise in control over concentrations and experience with the Turkish Competition Authority. We have submitted numerous M&A notifications in various industries, as well as supported both buyers and sellers throughout the whole merger control process, including phase II cases.

ACTECON ensures compliance with merger control formalities at all stages of M&A cases of various complexities and provide expertise in:

• Pre-merger assessments: competition law assessment of the market & competitive environment; determination of possible hidden risks; negotiation of competition law related clauses during negotiations.
• Clearance notifications to the Competition Authority: Phase I and Phase II processes, negotiations and calculation of remedies.
• Post-transaction audits and compliance: competition law compliance following closing of the deal.
• Third-party claims: applications for objection, additional opinion and intervention regarding notifications submitted to the Competition Authority.
• EU merger control: interacting with the European Commission, preparing and submitting EU filings, collaborating with EU partners.

 

Merger control thresholds in Turkey

The Turkish law requires a prior notification to the Turkish Competition Authority (“TCA”) of M&A transactions, which involve a change of control on a lasting basis, if certain financial thresholds are met. Article 7 of Communiqué No. 2010/4 on Mergers and Acquisitions Subject to the Approval of the Competition Board (the “Communiqué”) sets out that a transaction is subject to the TCA’s approval where:

The aggregate turnover of the transaction parties in Turkey exceed TRY 100 million (approx. € 24.45 million^[1]), and the turnover of at least two of the transaction parties each in Turkey exceeds TRY 30 million (approx. € 7.33 million), or

Either (i) the turnover in Turkey of the acquired assets or businesses in acquisitions, or (ii) of any of the transaction parties in mergers, exceeds TRY 30 million (approx. € 7.33 million), and the worldwide turnover of at least one of the other transaction parties to the transaction exceeds TRY 500 million (approx. € 122.25 million).

The notification requirement is also applicable to foreign-to-foreign transactions to the extent that the mentioned thresholds are met.

Keeping commercial decisions and practices in line with competition rules is vital nowadays for any successful business. One should consider competition law implications at all stages of business activities.  Regular assessments of business conduct – either past, current or planned ones – is vital with a view to identifying competition concerns, finding solutions to them, where necessary, and ensuring compliance with competition law. ACTECON offers competition advice and risk assessment at all stages of doing business.

We provide expertise in relation to: management of vertically integrated systems, franchising & distribution, horizontal agreements, management of market power, industry associations & regulated professional services, public procurement & privatization; buyer/seller side risk analysis.

Distribution schemes/vertical relations:

• Competition law compliance design and management of distribution systems (dealership, franchise, distributorship)
• Online platforms and e-commerce
• Sector specific rules (block exemptions and individual exemptions)
• Market intelligence and data collection

ACTECON provides assessment of vertically integrated business structures from the competition law perspective. We support clients in the process of choosing the most appropriate vertically integrated business models, and ensuring compliance with competition rules.

Relations with competitors:

• Information and data sharing/Hub spoke
• Agreements with competitors (joint R&D, joint manufacturing, co-marketing, co-promotion, subcontracting to competitors etc.)
• Competition compliance in public and private sector tenders
• Joint ventures
• Associations
• Platforms
• Industry statistics, standard settings, etc.

ACTECON provides support to businesses in relation to competition assessment of all possible arrangements between competitors. Agreements between competitors are normally considered more problematic in terms of their effect on competition. Proper assessment of dealings between competitors from the competition law perspective is essential since not all dealings between competitions are considered as anticompetitive.

Management of dominance and market power:

• Pricing policies (rebates & discounts)
• Loyalty schemes
• Competition law assessment of intellectual property
• Management of specific rights and concessions
• Post-privatization
• Essential facilities
• Dealing conditions
• Vertical integration

ACTECON supports dominant players in the market by way of evaluating their business decisions and practices, such as price squeezes, refusals to deal, predatory/ excessive pricing etc. in the light of competition law. Being dominant in the market involves additional responsibility.

Reanda Turkey assists businesses in creating competition compliance culture via competition compliance programs (CCPs) and regular trainings and workshops.

CCPs aim at enhancing competition law awareness of businesses and limiting the risk of competition law violation(s) in course of their economic activities. Reannda Turkey has designed and implemented CCPs to more than one hundred companies, including multinational ones, active in different industries and jurisdictions. Our custom-made CCPs include compliance audits of business activities and general trainings on competition rules for the employees and management of the company. The main goal is to get a grasp of main competition rules and stay up-to-date with any subsequent competition law developments.

Our training sessions could be arranged as either separate events or could be held simultaneously with the annual team meetings. The topics of the trainings vary depending on the needs of the company. As part of the trainings we also instruct the employees/management of the company on a proper behavior in case of unannounced inspections of the Competition Authority.

Reanda Turkey is a part of the Antidumping Defense Group www.antidumpingdefense.com

The Antidumping Defense Group is a global network of experienced international trade lawyers and economists, established in 2009 with a view to providing legal assistance for importers and exporters, primarily in antidumping (AD), countervailing duty (CVD) and safeguards proceedings.

The Antidumping Defense Group has decades of experience in worldwide AD & CVD & safeguards matters, with more than 250 AD & CVD proceedings related to a variety of industries and dozens of countries. Antidumping Defense Group has brought more than 75 judicial appeals to the U.S. Court of International Trade and the U.S. Court of Appeals for the Federal Circuit. It has been involved in several arbitral proceedings before the WTO Dispute Settlement Body.

The Antidumping Defense Group global network includes several former high-ranking U.S. government officials of the U.S. International Trade Commission and U.S. Department of Commerce, and former law clerks of the U.S. Court of International Trade, who have insight into the work and key contacts involved at all levels of AD & CVD proceedings in the U.S.

Reanda Turkey’s work requires it to be involved with regulators and other public servants on a daily basis. We have good connections with public authorities. We collaborate closely with public authorities and NGO’s by way of providing:

• Industry opinions
• Regulatory impact and/or competition analysis
• Draft regulations for specific projects (e.g. in markets with natural monopolies)
• Ensuring clients take proactive measures when faced with regulatory challenges or opportunities
• Legal support & representation before the government