Faculty of Law · Law · Undergraduate
Course Objective
It is a critical area of expertise for legal professionals aiming to specialize in commercial law and competition law. This course covers the legal and economic analysis of structural transactions (concentrations) that alter market structure. The primary objective of this course is to examine the competition law dimension of mergers, acquisitions, and joint venture transactions between undertakings.
It aims to equip students with the skills to:
Determine which commercial transactions are subject to the preliminary authorization of the Competition Authority (or the European Commission),
Calculate notification obligations and turnover thresholds within the framework of the Law No. 4054 on the Protection of Competition (Article 7) and Communiqué No. 2010/4,
Analyze whether the transactions significantly impede effective competition in the market,
Design commitment (remedy) mechanisms that can be submitted to the Board to alleviate anti-competitive concerns.
Course Content
The Mergers and Acquisitions in Competition Law course begins with the theoretical foundations of concentration transactions between undertakings and the concept of "change of control." It then covers notification obligations within the framework of Law No. 4054, turnover thresholds, gun-jumping risks, and the procedural review processes (Phase 1 and Phase 2) of the Competition Authority. Subsequently, the horizontal, vertical, and conglomerate effects that mergers and acquisitions may create in the market are examined in depth through the lens of the "Significant Impediment to Effective Competition (SIEC)" test. In the final stage, structural and behavioral commitment (remedy) mechanisms that can secure Board approval for the transaction, valid defenses, and the judicial review of the Board's decisions are discussed alongside current precedent-setting cases, thereby conveying the entire legal and economic process in a holistic manner.
Course Learning Outcomes
- By characterizing inter-enterprise transactions in terms of their legal and economic dimensions, the goal is to identify which mergers, acquisitions, or joint ventures create a permanent "change of control."
- In accordance with relevant legislation, by calculating the parties' turnovers using accurate methods, it is possible to determine whether a commercial transaction is subject to prior approval from the Competition Authority (or other competition auth
- To be able to evaluate and analyze the horizontal, vertical, or complex effects that a transaction will create in the relevant market within the framework of the "Significant Reduction in Effective Competition (SIEC)" test.
- To be able to formally follow the investigation processes before the Competition Authority and to foresee the administrative and legal sanctions risks that unauthorized early implementation may create.
- To obtain approval from the Board for transactions raising concerns about restricting competition, it is necessary to design appropriate behavioral/structural commitments (remedies) and present valid defenses, such as efficiency gains and "failing fi
Core Area Distribution
Teaching Methods
Assessment & Evaluation
ECTS / Workload
| Activity | Quantity | Duration (h) | Total Workload |
|---|---|---|---|
| Course Duration (Including Exam Week) | 14 | 2 | 28 |
| Out of Class Study Period | 14 | 2 | 28 |
| Midterm | 1 | 1 | 1 |
| Quiz | 0 | 0 | 0 |
| Assignment | 2 | 2 | 4 |
| Practice | 1 | 10 | 10 |
| Final | 1 | 1 | 1 |
Course Schedule
| Week | Subject | Preparation |
|---|---|---|
| 1 | The concept of concentration in competition law and the economic foundations of merger/acquisition control. | reading |
| 2 | Legal Framework: Article 7 of Law No. 4054 and Communiqué No. 2010/4 on "Mergers and Acquisitions Requiring Permission from the Competition Board". Comparison with EU Law (Regulation No. 139/2004). | reading |
| 3 | The concept of "Control Switching": Negative and positive control, single control, and joint control. | reading |
| 4 | Fully Functional Joint Ventures: The criteria for a joint venture to be considered a merger/acquisition and its evaluation in terms of Article 4 (agreements restricting competition). | reading |
| 5 | Notification Thresholds and Turnover Calculations: Which transactions are subject to Board approval, exceptional cases (exception for technology-focused undertakings), and turnover calculation methods. | reading |
| 6 | Board Review Process: Notification procedure, First and Second Stage reviews, deadlines, and parties' rights. | reading |
| 7 | Early Implementation: Legal consequences, administrative fines, and penalties for implementing a procedure without permission or before the process is completed. | reading |
| 8 | Midterm Exam | Exam |
| 9 | Substantive Examination Tests: The test for creating or strengthening a dominant position and the test for significantly reducing effective competition. | reading |
| 10 | Analysis of Horizontal Mergers: Market shares, concentration indices (HHI), unilateral and coordination-generating effects. | reading |
| 11 | Analysis of Vertical and Complex Mergers: Input constraint, customer constraint, and portfolio strength effects. | reading |
| 12 | Commitment Mechanism: Behavioral and structural commitments, divestment processes, and the conditions under which commitments are accepted by the Board. | reading |
| 13 | Valid Defenses: Recovery defense and effectiveness gain defense. | reading |
| 14 | Cancellation of Decisions: Judicial review and administrative court review of merger/acquisition decisions by the Competition Board. | reading |
| 15 | Case Law Analyses: Discussion of recent, landmark decisions of the Turkish Competition Authority and the European Commission through case studies. | reading |
| 16 | Final | Final |