Competition in Digital Markets, Turkey 2026: Practical Compliance Guide for Platforms, Investors & In‑house Counsel

Digital markets competition in Turkey has entered a new phase of regulatory intensity. The Turkish Competition Authority (Rekabet Kurumu) hosted its landmark “Competition Policies in the Digital Age” workshop on 26 June 2026, signalling that digital platforms, data-driven business models and tech M&A are now at the top of the enforcement agenda. Communiqué No. 2026/2 has reshaped merger control filing obligations in ways that directly affect platform acquisitions, minority investments and cross-border deals. Meanwhile, OECD roundtable discussions in June 2026 have reinforced a global consensus that competition enforcers must adapt their toolkits to multi-sided markets, algorithmic pricing and gatekeeper conduct.

This guide delivers the actionable compliance steps, due-diligence checklists and transactional playbooks that general counsel, M&A teams and private-equity investors need to navigate the evolving landscape of antitrust enforcement across digital platforms in Turkey.

Executive Summary & Action Checklist

Before diving into the legal detail, here is what this guide delivers in practical terms:

• Notification risk matrix. A clear framework for determining whether a planned acquisition, joint venture or minority stake in a digital platform triggers a mandatory filing, or whether a voluntary filing is the smarter strategic move.
• Immediate pre-deal actions. Step-by-step due-diligence protocols designed for digital business models: data assets, network effects, exclusivity arrangements and interoperability risks.
• Compliance playbook. An operational checklist that platform operators can implement today to reduce investigation risk and prepare for inspections.

Five urgent actions for in-house teams:

1. Reassess every pending or planned transaction against the revised thresholds in Communiqué No.2026/2.
2. Map all data flows, algorithmic ranking systems and exclusivity or parity clauses across your platform ecosystem.
3. Conduct a competition-risk audit of self-preferencing, tying or bundling practices before the regulator does.
4. Implement a document-retention protocol that anticipates dawn-raid scenarios.
5. Engage specialist competition counsel, early engagement with Rekabet Kurumu is now a demonstrable advantage.

Legal Framework: Competition Law & Digital Markets in Turkey

Turkey’s competition law framework rests on Law No.4054 on the Protection of Competition, which prohibits anti-competitive agreements (Article 4), abuse of dominance (Article 6) and subjects concentrations to merger control. Rekabet Kurumu, the Turkish Competition Authority (TCA), administers and enforces the law, with the power to investigate, impose fines and impose behavioural or structural remedies. For digital platforms operating in Turkey, the practical reach of these provisions is broad: Article 4 catches data-sharing cartels and platform-to-platform coordination, while Article 6 targets gatekeepers that leverage market power through self-preferencing, algorithmic tying or refusal to grant interoperability.

Law No.4054 in Practice

Law No.4054 follows the EU competition-law model closely but operates within its own procedural and substantive framework. Article 4 prohibits agreements, concerted practices and decisions by associations of undertakings that have the object or effect of restricting competition. Article 6 prohibits the abuse of a dominant position, including imposing unfair trading conditions, limiting production or technical development, and applying dissimilar conditions to equivalent transactions. The TCA has used both articles aggressively in technology-sector investigations, including inquiries into online marketplaces, app-store practices and digital advertising markets.

Communiqué No.2026/2, What Changed

Communiqué No.2026/2 updated Turkey’s merger control rules with significant implications for digital transactions. The key changes include revised turnover thresholds that more accurately capture the economic footprint of digital platforms Turkey, new guidance on how to calculate turnover for multi-sided markets, and explicit treatment of acquisitions where transaction value, rather than target turnover alone, may be the relevant metric. For tech M&A Turkey, the practical effect is that more deals now fall within the mandatory notification perimeter, and the TCA has greater flexibility to scrutinise transactions that would previously have escaped review.

Key milestones, 2023 to 2026:

Regulator Signals & 2026 Enforcement Focus on Digital Markets Competition in Turkey

The clearest signal that Rekabet Kurumu is prioritising digital markets enforcement came on 26 June 2026, when the Authority convened its “Competition Policies in the Digital Age” workshop. The event brought together enforcement officials, academics and industry stakeholders to discuss the competitive dynamics of multi-sided platforms, the adequacy of existing tools, and the case for sector-specific regulation. Industry observers expect the workshop conclusions to inform new enforcement guidelines, and potentially a Turkish equivalent of the EU Digital Markets Act, within the next legislative cycle.

OECD roundtable discussions in June 2026 reinforced the international momentum. Turkey participates actively in the OECD Competition Committee, and the Authority has consistently aligned its analytical framework with OECD best practices on defining relevant markets in the platform economy, assessing data as a barrier to entry, and evaluating “killer acquisitions” of nascent competitors.

Based on regulator statements and practitioner analysis, the likely practical enforcement priorities for 2026 and beyond include:

• Gatekeeper conduct. Platforms that control access to end-users or that intermediate between business users and consumers face heightened scrutiny for self-preferencing, tying and anti-competitive default settings.
• Data-driven exclusion. Practices that deny rivals access to competitively significant data sets, or that combine data from adjacent markets to entrench dominance, are a stated enforcement target.
• Interoperability refusals. The TCA is examining whether dominant platforms’ refusal to provide interoperability with competitors constitutes an Article 6 abuse.
• Acquisitions of nascent rivals. Under Communiqué No.2026/2, the TCA can now more easily review acquisitions of high-growth, low-revenue start-ups that would previously have fallen below turnover thresholds.

How Communiqué No.2026/2 Affects Tech M&A & Merger Filings

For transaction teams, the most immediate impact of Communiqué No.2026/2 is that more digital deals now require mandatory merger notification. The revised thresholds, the updated methodology for calculating digital turnovers, and the explicit recognition of transaction-value tests mean that deal teams can no longer rely on the target’s low Turkish revenue as a reason to skip notification.

Pre-Deal Valuation & Thresholds

Under the revised communiqué, turnover calculations for multi-sided platforms must aggregate revenues from all sides of the platform, including advertising revenue, subscription fees and transaction commissions, even where some of those revenue streams are generated indirectly. The communiqué also introduces guidance on when transaction value (the total consideration paid for the target, including deferred and contingent components) may serve as an alternative nexus test, capturing high-value acquisitions of targets that have not yet monetised their user base.

For private-equity investors, this means that platform roll-up strategies, bolt-on acquisitions and convertible-note investments must all be assessed against the updated thresholds at the earliest stage of deal structuring.

Common Deal Structures That Trigger Scrutiny

The following deal structures carry elevated notification and investigation risk under the current digital markets enforcement environment:

• Full share acquisitions of digital platforms. Straightforward but high-profile; the TCA will examine data accumulation, market concentration and effects on business users.
• Asset purchases targeting user bases or data sets. Even where the target has minimal revenue, the competitive significance of the transferred assets may trigger review.
• Joint ventures in adjacent digital markets. Particularly where both parents operate platforms, the TCA will scrutinise information exchange and foreclosure risk.
• Minority investments with board representation or veto rights. While often below control thresholds, these may attract scrutiny where the investor is a competitor or where convertible instruments could lead to future control.

Digital Due Diligence Checklist for Buyers & Sellers

Effective competition due diligence for digital transactions requires a fundamentally different approach from traditional M&A. Multi-sided platforms create value through network effects, data accumulation and algorithmic optimisation, none of which is adequately captured by conventional market-share analysis. The following checklist is designed for transaction teams evaluating digital platforms in Turkey.

Market Mapping & Concentration Metrics

• Define all relevant markets, including each side of the platform (e.g., riders and drivers; advertisers and users; merchants and consumers).
• Calculate market shares using multiple metrics: revenue, active users, transaction volumes and time-on-platform.
• Identify adjacent markets where the target could leverage its position post-acquisition.
• Assess barriers to entry: data network effects, switching costs and regulatory licences.

Data Assets & Data Flows

• Inventory all data sets the target collects, processes and monetises, personal data, behavioural data, commercial data.
• Map data flows between the target and third parties, including data-sharing agreements, API access and advertising-data partnerships.
• Identify overlaps with the acquirer’s data sets that could raise concerns about data-driven dominance.
• Assess compliance with Turkey’s Personal Data Protection Law (KVKK) as a potential friction point for post-deal data integration.
• Red flag: If the combined entity would hold unique data sets that competitors cannot replicate, expect the TCA to examine data as a barrier to entry.

Platform Economics, Multi-Sided Markets & Network Effects

• Quantify direct and indirect network effects on each side of the platform.
• Evaluate multi-homing rates: do users and business customers use competing platforms simultaneously, or is single-homing prevalent?
• Analyse switching costs, technical, contractual and behavioural, for each user group.
• Assess tipping risk: is the market at a tipping point where the transaction could entrench a winner-takes-all dynamic?

Contracts, Exclusivity, Parity & Data-Sharing

• Review all exclusivity clauses in supplier, merchant and business-user agreements.
• Identify most-favoured-nation (MFN) or parity clauses that restrict business users from offering better terms on competing platforms.
• Examine data-sharing and data-access provisions, do they restrict portability or interoperability?
• Assess the enforceability and competitive impact of non-compete and non-solicitation provisions.
• Red flag: Wide MFN clauses that restrict both pricing and non-price terms across competing platforms are a high-priority enforcement target for Rekabet Kurumu.

This checklist can be adapted into a downloadable due-diligence template. Transaction teams should customise it for each deal, adding sector-specific items for fintech, e-commerce, ride-hailing and digital advertising transactions.

Notification Strategy & Remedies: Negotiating with Rekabet Kurumu

Filing strategy in digital platform cases is not simply a question of “do we meet the thresholds?”, it is a question of managing regulatory risk proactively. Early engagement with the TCA, well-prepared filings and a willingness to offer proportionate commitments can materially shorten review timelines and reduce the risk of intrusive remedies.

How to Prepare a Filing

The filing package should go beyond the standard notification form. For digital transactions, transaction teams should prepare:

• A detailed market definition analysis that addresses multi-sided market dynamics.
• An internal document submission strategy, identify and produce the key board papers, strategy decks and market studies that the TCA will inevitably request.
• An efficiencies narrative: explain how the transaction generates consumer benefits (innovation, price reductions, quality improvements) that outweigh any concentration concerns.
• Pre-prepared answers to predictable TCA questions about data combination, algorithm integration and platform interoperability.

What Commitments Look Like in Platform Cases

In digital-market merger reviews, the TCA has shown a preference for behavioural remedies, conditions that regulate how the merged entity operates, rather than structural divestitures. Typical commitments in platform cases include:

• Data-silo obligations: keeping the target’s data sets separate from the acquirer’s for a defined period.
• Fair access commitments: ensuring that competing business users retain access to the platform on fair, reasonable and non-discriminatory terms.
• Interoperability obligations: maintaining API access or technical interoperability with rival platforms.
• Monitoring and reporting: appointing a monitoring trustee and submitting periodic compliance reports to the TCA.

When to Litigate vs Negotiate

Challenging a TCA decision before the administrative courts is possible but costly and slow. For most digital-platform deals, negotiation is the more effective strategy. Industry observers expect that the TCA will continue to prefer settlement through commitments over prohibition, provided that the parties engage constructively and early. Litigation should be reserved for cases where the TCA’s theory of harm is fundamentally flawed or where proposed remedies would effectively neutralise the commercial rationale for the deal.

Platform Compliance Playbook: Operations & Prevention

Compliance is cheaper than investigation. For digital platforms Turkey, the cost of a TCA investigation, in fines, management distraction and reputational damage, far exceeds the cost of building a robust competition-compliance programme. The following platform compliance checklist provides an operational framework for in-house teams.

Platform Compliance Checklist, 12 Core Items:

1. Appoint a competition-compliance officer with direct reporting to the board and authority to escalate concerns without delay.
2. Conduct a baseline competition-risk audit covering all algorithmic ranking, recommendation and pricing systems.
3. Map and document self-preferencing risks, any instance where the platform’s own products or services receive favourable treatment over third-party offerings.
4. Review all exclusivity, MFN and parity clauses in business-user agreements against current TCA enforcement priorities.
5. Implement change-management protocols for product features that could affect competitive dynamics (e.g., changes to search ranking, default settings or API access).
6. Establish a data-access and portability policy that anticipates likely regulatory requirements on interoperability.
7. Train product, commercial and engineering teams on competition-law red lines, at least annually, with scenario-based exercises.
8. Maintain a document-retention policy that balances business needs with investigation preparedness: preserve documents that demonstrate pro-competitive rationale.
9. Monitor competitor interactions, ensure that contacts with competitors are documented, limited in scope and reviewed by legal counsel.
10. Red-team your platform, periodically stress-test your practices from the perspective of a competition enforcer to identify vulnerabilities.
11. Establish a whistleblower channel for competition-compliance concerns, with clear escalation and non-retaliation protections.
12. Review compliance programme annually against updated TCA guidance and enforcement precedent.

This checklist should be treated as a living document. As Rekabet Kurumu’s digital-markets enforcement evolves, in-house teams should update it to reflect new guidance, sector-inquiry findings and precedent decisions.

Post-Deal Monitoring & Inspection Preparedness

Closing the deal is not the end of the regulatory journey. Post-clearance obligations, ongoing monitoring commitments and the ever-present risk of dawn raids require sustained compliance infrastructure.

Dawn-Raid Checklist

• Designate a dawn-raid response team (legal, IT, communications) with clear roles and 24/7 contact details.
• Train reception and security staff to verify inspector credentials, contact in-house counsel immediately and provide a designated meeting room.
• Prepare template responses for common inspector requests: access to premises, servers, email accounts and document storage.
• Ensure that legal professional privilege claims can be asserted in real time, pre-flag privileged documents and communications.
• Document everything the inspectors review, copy or seize, maintain a parallel record.
• Do not destroy, conceal or alter any documents once an investigation is known or suspected, obstruction carries severe sanctions.

Post-Clearance Monitoring Obligations & Reporting

Where clearance is conditional on commitments, the merged entity will typically be required to:

• Appoint or accept a monitoring trustee approved by the TCA.
• Submit periodic compliance reports (quarterly or semi-annually) demonstrating adherence to data-silo, interoperability or fair-access commitments.
• Permit unannounced compliance audits by the monitoring trustee.
• Report material changes to business practices, data-processing activities or platform architecture that could affect the commitments.

Failure to comply with post-clearance commitments can result in fines and, in extreme cases, an order to unwind the transaction.

Practical Contract Drafting & Deal Clauses to Reduce Risk

Transaction documents should anticipate competition-law risk at every stage. The following clause bank provides starting points for deal teams negotiating digital-platform acquisitions in Turkey.

• Conditional completion clause. “Completion is conditional upon receipt of unconditional clearance from the Turkish Competition Authority, or the expiry of the statutory review period without the Authority having initiated a Phase II investigation.”
• Data-access and migration covenant. “The Seller shall cooperate in good faith with the Buyer to ensure that all data-migration activities comply with applicable competition and data-protection laws, including any commitments made to the Turkish Competition Authority as a condition of clearance.”
• Competition-risk indemnity. “The Seller shall indemnify the Buyer against any fines, penalties or remedial costs arising from pre-closing competition-law infringements by the Target, including any ongoing investigation by Rekabet Kurumu that was not disclosed in the Seller’s warranties.”

Additional protective provisions to consider include escrow or holdback mechanisms tied to resolution of pending competition inquiries, seller cooperation covenants for post-closing filings and information requests, and carve-out language that preserves the buyer’s ability to divest specific assets if required by the TCA as a remedy.

Comparative Note: EU Digital Markets Act vs Turkey’s Approach

Global platforms operating in both the EU and Turkey must navigate two overlapping but distinct regulatory regimes. The following comparison highlights the key differences for compliance planning:

Early indications suggest that Turkey may adopt a standalone digital-markets law in the medium term, drawing on both the EU DMA model and the TCA’s own enforcement experience. Platforms that proactively align their Turkish operations with DMA-equivalent standards will be better positioned when, not if, such legislation is introduced.

Conclusion & Recommended Next Steps for Digital Markets Competition in Turkey

The trajectory is clear: Rekabet Kurumu is moving decisively toward more rigorous enforcement of competition law in digital markets, and Communiqué No.2026/2 has expanded the notification net for platform transactions. For platform operators, investors and in-house counsel, three immediate steps are essential:

1. Audit now. Run a comprehensive competition-risk audit of your platform operations, data practices and commercial agreements before the regulator initiates its own inquiry.
2. Reassess every deal. Review all pending and pipeline transactions against the revised Communiqué No.2026/2 thresholds, including minority investments and convertible instruments that may not have required notification under the old rules.
3. Engage early. Pre-notification contact with the TCA is not a sign of weakness; it is a strategic tool that can shorten timelines, shape the theory of harm and secure proportionate commitments. Specialist competition counsel with experience before the Competition Board can make a material difference to outcomes.

The firms that treat compliance as a competitive advantage, rather than a regulatory burden, will be best positioned to navigate Turkey’s evolving digital-markets landscape. Engage experienced lawyers in Turkey who specialise in antitrust and technology to ensure your compliance programme and deal strategy are fit for purpose.

Sources

1. Turkish Competition Authority (Rekabet Kurumu), “Competition Policies in the Digital Age”
2. ELIG Gürkaynak, Competition in Digital Markets
3. Kolcuoğlu, Turkish Competition Authority’s New Initiatives in Digital Markets
4. BASEAK, Turkish Competition Law Developments, April 2026
5. OECD, Digital Markets Competition Roundtables
6. METU, Comparative Analysis of Digital Markets Regulation
7. Kluwer Competition Law Blog, Turkish DMA: What’s in the Package?