Competition & Trade Quarterly Bulletin - 2026 - Second Quarter

This issue of the Competition & Trade Quarterly brings together the two parts of the bulletin. The competition section reviews eleven Turkish Competition Board decisions and announcements published during the second quarter of 2026 — merger control and joint-control assessments, conditional clearances secured through commitments, interim measures in the food sector, information exchange in labour markets, digital-platform commitments, and the criminal dimension of an ongoing cartel file. The trade section covers five international developments and closes with the quarter’s trade policy defence instruments.

Each item is summarised on its own, followed where relevant by a Useful Information note setting out the underlying rule or mechanism. Footnotes give the decision date and number for every matter discussed.

Competition & Trade Quarterly · 01

The Possibility of Reversing the Transaction on Legal Grounds Does Not Prevent the Review of Competition Board: The Founder Shareholder’s IYUK Application in the Getir Araç – Tiktak Transaction Has Been Rejected

The Competition Board (“Board”) examined the request for the withdrawal/revocation of its decision authorizing the acquisition of sole control of the company controlled by Mubadala Investment Company PJSC (“Mubadala”), Getir Araç Dijital Ulaşım Çözümleri Ticaret AŞ (“Getir Araç”), by Tiktak Yeni Nesil Ulaşım Çözümleri ve Araç Kiralama AŞ (“Tiktak”), filed by Getir’s founder Mehmed Nazım Salur (“Applicant”) under Article 11 of Administrative Judicial Procedure Law No. 2577 (“IYUK”), and unanimously decided to reject the request¹.

What Had Happened?

Within the scope of the restructuring of Getir, an agreement was signed on 15.06.2024 between Mubadala, Getir B.V. and the Applicant. The Board authorized this transaction on 19.09.2024². Under the said restructuring, the majority and the control of the grocery and food business lines, which constitute Getir's main areas of activity, were left to Mubadala; whereas the majority shares in and the control of Getir Araç, Getir Teknolojik Hizmetler AŞ (“Getir Finans”), Getiriş Danışmanlık ve Ticaret AŞ (“Getir İş”) and Bitaksi Mobil Teknoloji AŞ (“BiTaksi”) remained with Mehmed Nazım Salur.

According to the Applicant, by a letter dated 30.12.2024 Mubadala notified that it had withdrawn from this allocation arrangement and announced that the minority shares in the said affiliates would be "reduced to zero" and transferred into Mubadala's ownership. Thereupon, the Applicant brought actions for a declaration of non-existence (yokluk davası) against the relevant companies in respect of the general assembly meetings held within Getir Perakende, Getir İş, Getir Finans and Getir Araç between 31.01.2025 and 11.06.2025 concerning the removal of the founders from management; and further initiated proceedings before the Netherlands courts concerning the transfer of Getir BV's shares in Getir Perakende to Mubadala³.

While this process was ongoing, the Board, by its decision dated 18.09.2025, authorized the acquisition of sole control of Getir Araç by Tiktak. Thereupon, the Applicant, by way of the application it filed with the Authority, requested the withdrawal or revocation of the said merger authorization pursuant to Article 11 of the IYUK.

What Did the Applicant Claim?

The Applicant firstly argued that the Competition Board’s finding that Getir Araç was under the sole control of Mubadala and its clearance of the transfer of Getir Araç to Tiktak effectively legitimised the ongoing contractual dispute between the applicant and Mubadala concerning the invalidity of Mubadala’s transfer of control over Getir Araç, violated the rights and interests arising from the applicant’s status as founder, and would render ineffective the legal proceedings initiated by the applicant against Mubadala in Türkiye and the Netherlands, which could also determine the control structure over Getir Araç.

Second, the applicant argued that the Board had incorrectly defined the relevant product market. According to the applicant, the market should have been narrowly defined as “hourly and minute-based car rental (car-sharing)” and this service should not have been assessed within the same market as taxi services or traditional short-term car rental services. The applicant claimed that, if such a market definition were adopted, Getir Araç and Tiktak would hold a joint dominant position and the transaction would significantly impede competition.

How Did the Board Assess?

With respect to the first allegation, the Board stated that the application made to the Authority pursuant to Article 11 of the IYUK essentially arose from the contractual dispute between the applicant and Mubadala. The Board emphasised that the Competition Authority’s mandate does not extend to assessing private-law relationships between the parties or disputes arising from such relationships, and that the merger control review is limited to the competition law effects of the notified transaction. Accordingly, the Board concluded that the allegations concerning contractual disputes did not require a reassessment of the clearance decision issued by the Board following its merger control analysis.

With respect to the relevant product market, the Board noted that short-term car rental services constitute a market that has been rapidly developing and transforming alongside technological developments. The Board found that there were insufficient grounds to consider hourly and minute-based rental services as entirely separate from traditional car rental services and therefore determined that the parties’ activities could be assessed within the market for “short-term car rental.” In addition, taking into account the presence of numerous strong competitors operating in the market and the dynamic nature of the sector, the Board concluded that the transaction was not of a nature that would significantly impede competition or create a dominant position.

In conclusion, the Board held that the grounds put forward by the applicant did not require the previously granted clearance decision to be withdrawn, revoked or amended pursuant to Article 11 of the IYUK.

Competition & Trade Quarterly · 02

The Line Between Joint Control and the Protection of Minority Rights Was Revisited by the Board in Its Bain Capital/Kohlberg/KPCI Decision

The Board unanimously authorized the transaction concerning the establishment of joint control by Bain Capital Investors, LLC (“Bain”) and Kohlberg & Co., L.L.C. (“Kohlberg”) over KPCI Holdings Limited (“KPCI”)⁴.

The transaction envisaged that KPCI, which operates at global level in the fields of clinical research, commercial packaging and contract development and manufacturing of ready-to-use medicines (CDMO), would come under the joint control of Bain and Kohlberg. The Board, while assessing whether the transaction had the nature of an acquisition within the scope of Communiqué Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board No. 2010/4 (“Communiqué no. 2010/4”) examined the existence of joint control and whether KPCI had the nature of a full-function undertaking.

As regards joint control, the Board determined that, although the board of directors of KPCI takes its decisions by simple majority, the approval of at least one Bain member and one Kohlberg member, excluding the independent members, is required, and that strategic matters, primarily such as the annual business plan and the approval of the budget, are made subject to the decision of the board of directors. In this framework, it was assessed that the decisive influence over strategic decisions is exercised jointly by Bain and Kohlberg.

The Board also assessed whether the rights granted to one of the other shareholders, Mubadala Investment Company PJSC (“MIC”), gave rise to a finding of joint control. Although the quorum for the board of directors’ meetings as a rule requires the participation of one MIC member, it was concluded that this right does not afford MIC the possibility of permanently blocking decisions, since, in the event that the MIC member does not attend, the meeting is postponed by five business days and the presence of MIC is not required at the meeting to be held again. As for the “Reserved Matters” which require the prior written approval of Bain, Kohlberg and MIC at the general assembly, these were characterized as mere investment-protection mechanisms; whereas it was assessed that they do not cover matters that are strategic or that confer control authority.

Another assessment that stands out in the decision relates to the appointment of the CEO. MIC's approval is required only during the first eighteen months following the closing, with respect to the removal of the current CEO and/or the appointment of a new one in his place; after this period, the other two shareholder groups may appoint the CEO without MIC's approval as well. The Board concluded that this approval right, which is limited in terms of duration and confined to a single matter, does not confer upon MIC control authority over KPCI and, also taking into account that the chairman of the board of directors does not have a second or casting vote, did not change its assessment that the decisive influence is concentrated solely in Bain and Kohlberg.

As regards full functionality, the Board, pointing out that KPCI is an existing undertaking already in operation, emphasized that, in line with the Guidelines on Cases Considered As a Merger or an Acquisition and the Concept of Control and settled case law, the establishment of joint control over an existing undertaking in operation constitutes a concentration without the full functionality criterion being separately sought, and ruled that the transaction is subject to authorization since the turnover thresholds are exceeded.

In the substantive review, it was determined that there is no horizontally or vertically affected market between the parties' activities in Türkiye. Although there is a global overlap in the CDMO field between STADA and Arxada, which are under Bain's control, and KPCI, it was assessed that there is no horizontal overlap in Türkiye, since STADA and Arxada operate in the field of active pharmaceutical ingredients (API), whereas KPCI operates in the field of finished dosage products (FDP). For this reason, it was concluded that the transaction would not create a dominant position and would not give rise to a risk of coordination between the parties to the joint venture, and the transaction was unanimously authorized without any condition or commitment being sought.

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Footnotes

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