Company Mergers and Acquisitions in Türkiye: Legal Risks and Compliance in 2025
The mergers and acquisitions (M&A) landscape in Türkiye has experienced significant momentum in 2024, with this upward trend continuing steadily in 2025. For international entrepreneurs, understanding the legal and regulatory framework is essential to navigate complex compliance processes and mitigate potential legal risks.
Current State of M&A Activity in Türkiye
Türkiye saw a surge in M&A activity throughout 2024. According to a recent KPMG Türkiye M&A report, while the number of transactions decreased, the total deal value hit record levels. The impact of economic reform policies has been notably positive, fueling confidence and increased investment in strategic sectors.
Key deals in 2024 showcased this momentum:
- Can Holding acquired Ciner Yayın Grubu
- Tosyalı Holding took over Baştuğ Metalurji
- UAE-based Mubadala Investment Company gained sole control of Getir
- Egypt-based MNT Halan acquired full ownership of Tam Finans
These transactions highlight the broad international interest and sectoral diversity of M&A activity in Türkiye.
Regulatory Approvals and Thresholds
Notifications to the Turkish Competition Authority
Certain M&A transactions require prior approval from the Turkish Competition Authority (TCA), based on predefined financial thresholds. Businesses must evaluate whether their planned transaction meets the following conditions:
- Combined turnover in Türkiye of all parties exceeds TRY 750 million, and at least two of the parties each exceed TRY 250 million individually
- In acquisitions: the turnover in Türkiye of the acquired assets or business unit exceeds TRY 250 million, and the worldwide turnover of at least one of the other parties is over TRY 3 billion
Special Treatment for Technology Enterprises
For technology firms that operate, conduct research and development, or provide services to users in Türkiye, the TRY 250 million local turnover thresholds do not apply. This exemption reflects a strategic national interest in attracting tech-focused investments.
Sector-Specific Regulatory Approvals
Depending on a target company’s industry, it may be necessary to obtain additional authorization or notify relevant Turkish government agencies. These include:
- Capital Markets Board of Türkiye (SPK): for publicly listed companies and capital markets-related transactions
- Central Bank of the Republic of Türkiye (CBRT): for acquisitions involving financial institutions
- Banking Regulation and Supervision Agency (BDDK): for transactions in the banking sector
- Ministry of Trade: for general commercial and industrial companies
- Energy Market Regulatory Authority (EPDK): for companies in the energy sector
Understanding these sector-specific regulations is crucial when preparing for acquisition or investment in Türkiye.
Key Legal Risks and Compliance Requirements
Due Diligence and Risk Assessment
Thorough legal and financial due diligence is fundamental. This process includes evaluating the target company’s financial health, outstanding litigation, tax obligations, and compliance with local regulatory requirements.
Review of Shareholder Agreements
Reviewing existing shareholder agreements helps identify restrictions such as pre-emption rights, buyout clauses, and consent requirements. These may affect the legal feasibility or timing of an acquisition.
Employee Rights and Labour Law Compliance
Workforce-related obligations should not be overlooked. These include:
- continuity of collective labor agreements
- unionization status of the workforce
- employment transfer clauses under Turkish labor law
These aspects may trigger additional disclosure duties or financial liabilities for the acquiring party.
Recent Legal Reforms and Regulatory Updates
9th Judicial Reform Package
The Turkish Parliament passed Law No. 7531 in 2024, significantly amending 17 separate laws. One of the most notable changes includes the transition of enforcement and bankruptcy auction processes to digital platforms, enhancing transparency and efficiency.
EPDK Share Transfer Compliance
In early 2025, new regulatory obligations were introduced for foreign investors acquiring stakes in energy companies. These include a capital increase requirement to complete share transfers, adding complexity to transactions in the energy space.
Updated Financial Thresholds for Public Offerings
Both the Capital Markets Board and Borsa İstanbul revised the financial criteria for public offerings in 2025. These changes are part of broader efforts to increase transparency and strengthen investor protection in equity markets.
Investment Outlook in Türkiye for 2025
Türkiye continues to foster a more stable and investor-friendly climate. Strategic sectors — particularly industrial manufacturing, energy, artificial intelligence, and digital transformation — are expected to attract heightened interest from foreign investment funds and corporate buyers staying active in the M&A market.
To ensure success in Türkiye’s dynamic landscape, international entrepreneurs should invest in:
- Robust legal and financial due diligence
- Tailored compliance strategies based on sectoral regulations
- Professional advisory services that understand local complexities
Thorough preparation and regulatory awareness remain the keys to navigating Türkiye’s growing M&A market in 2025.