

Learn the key Turkish competition law risks affecting energy companies and foreign investors. This 2026 guide explains merger control, joint ventures, information exchange, price coordination, dominance, exclusive contracts, dawn raids, fines, compliance programs, and legal remedies.
Turkey’s energy sector presents major opportunities for foreign utilities, infrastructure funds, renewable energy developers, private equity investors, electricity traders, technology companies, and multinational industrial groups. At the same time, energy companies operate in a concentrated, heavily regulated, and commercially interconnected market in which competition law risks can arise at almost every stage of an investment.
Competition law concerns may affect:
Compliance with EMRA regulations does not replace compliance with Turkish competition law. A transaction, pricing practice, information-sharing arrangement, or exclusive agreement may satisfy energy-sector regulations while still creating liability under the Law No. 4054 on the Protection of Competition.
The principal purpose of Law No. 4054 is to prevent agreements, decisions, and practices that restrict competition, prevent abuse of dominant position, and regulate mergers and acquisitions capable of substantially reducing effective competition.
Foreign investors should therefore include competition-law analysis in transaction due diligence, contract negotiations, corporate governance, and ongoing energy-market compliance.
This 2026 Updated Legal Guide explains the most important Turkish competition law risks facing energy companies and international investors.
Electricity and renewable energy markets create particular competition risks because they involve:
Conduct that appears commercially normal may attract scrutiny where it affects electricity prices, capacity access, customer choice, equipment procurement, or market entry.
The primary competition authority is the Turkish Competition Authority, whose decision-making body is the Competition Board.
The Competition Authority may:
Energy-sector investigations may also involve information or market structures regulated by EMRA, but the Competition Authority conducts its own assessment under competition law.
Foreign investors acquiring:
must determine whether the transaction requires Competition Board approval.
A transaction may constitute a notifiable acquisition where it results in a lasting change of control and satisfies the applicable turnover thresholds.
Turkey amended its merger-control rules in February 2026. Under the updated framework, the former TRY 250 million individual threshold was increased to TRY 1 billion, the relevant Turkish turnover threshold was increased from TRY 750 million to TRY 3 billion, and the worldwide turnover threshold was increased from TRY 3 billion to TRY 9 billion. The complete notification analysis must still apply the alternative threshold tests, turnover attribution rules, and control principles contained in the legislation and guidance.
A notifiable transaction should not be implemented before the required Competition Board approval is obtained.
Premature implementation may include:
This conduct is commonly described as gun jumping.
The sale agreement should therefore contain:
The Competition Authority states that notified transactions are generally considered approved if no action is taken within 30 days from the filing, although incomplete filings, information requests, or a detailed review may affect the process.
Competition approval may be relevant even where the immediate shares of the Turkish energy company are not directly transferred.
Examples include:
The Competition Authority’s updated 2026 merger guidance addresses matters including control, joint ventures, transaction parties, turnover attribution, and the aggregation of related transactions.
Foreign investors should therefore assess both the formal share transfer and the practical governance structure.
Joint ventures are common in Turkish renewable energy projects.
Typical structures include:
A full-function joint venture may fall within merger-control rules if it performs the functions of an autonomous economic entity on a lasting basis.
Competition concerns may also arise where parent companies remain competitors and use the joint venture to:
Joint venture agreements should therefore regulate information barriers, independent decision-making, and permitted cooperation.
A minority acquisition does not automatically fall outside merger control.
Competition-law risk may arise where the investor receives:
Rights protecting only the financial value of a minority investment may not create control, but strategic veto rights can lead to joint control.
The substance of the governance rights is more important than the percentage of shares acquired.
Competition due diligence should examine:
Historical competition violations remain a target-company risk in share acquisitions.
The buyer should seek warranties and specific indemnities where potential infringements are identified.
Competition assessment depends heavily on the relevant product and geographic market.
Potential energy markets may include:
The Competition Board may distinguish between technologies, customer groups, regions, voltage levels, or commercial channels depending on the transaction.
A 2025 acquisition decision examined whether a transaction would create competitive concerns in electricity generation and wholesale electricity sales markets.
Article 4 of Law No. 4054 prohibits agreements and coordinated practices that restrict competition.
High-risk conduct includes agreements between competing energy companies regarding:
An unlawful agreement does not need to be written. Emails, messaging applications, meetings, or coordinated conduct may be sufficient evidence.
Competitors must independently determine:
Discussions among competitors about future prices or pricing strategies create serious competition-law risk.
Even informal conversations between senior managers at conferences, association meetings, or social events may become relevant evidence in an investigation.
Energy companies should not agree to divide:
Arrangements where competitors agree not to approach one another’s customers are particularly dangerous.
Competition risks arise in tenders concerning:
Prohibited conduct may include:
Energy companies should implement strict tender-compliance procedures.
Energy-sector companies frequently possess detailed information regarding:
Exchanging current or future strategic information with competitors may reduce competitive uncertainty and violate competition law.
Information exchanges should be carefully assessed in:
Due diligence often requires access to sensitive commercial information.
Before competition clearance, the buyer and target may still be competitors. Direct access to detailed pricing, customer, production, or strategic information can therefore create competition concerns.
A clean-team protocol may restrict access to:
The protocol should define permitted use, retention, disclosure, and destruction of data.
Energy companies frequently participate in industry associations.
Competition risks arise where association meetings include discussions about:
Meeting agendas and minutes should be reviewed, and company representatives should receive competition-law training.
Long-term PPAs may contain exclusivity provisions.
Exclusivity is not automatically unlawful, but risk increases where the agreement:
PPA exclusivity should be assessed in light of market share, duration, commercial justification, and the buyer’s access to alternatives.
Take-or-pay clauses can provide revenue certainty and improve project bankability.
Competition concerns may arise where minimum purchase commitments:
The commercial need for project financing should be documented and balanced against foreclosure risk.
Energy acquisitions and joint ventures commonly contain non-compete obligations.
A non-compete clause should generally be:
An excessively broad clause may be treated as a restrictive agreement rather than a legitimate transaction protection.
Competition-law concerns may arise from clauses that:
International suppliers should adapt global distribution and service agreements to Turkish competition rules.
A manufacturer or supplier should not generally dictate the minimum resale price charged by an independent distributor.
Risky practices include:
Recommended or maximum prices may still create risk if implemented through pressure or enforcement.
Exclusive agreements may be lawful where they improve distribution or protect investment.
Risk depends on:
Contracts involving transformers, solar components, batteries, charging equipment, or maintenance networks should be reviewed individually.
A most-favoured-customer clause may require a supplier to offer the contracting party terms at least as favorable as those offered to others.
Such clauses may:
Their competitive effect depends on market power and contract structure.
Holding a dominant position is not unlawful. Abuse of that position is prohibited.
Potential abuses in the energy sector include:
Dominance is assessed by considering market share, barriers to entry, buyer power, infrastructure control, and market structure.
A dominant energy company may face risk where it unjustifiably refuses access to:
Not every refusal is unlawful. Capacity limits, credit risk, safety concerns, or regulatory obligations may provide objective justification.
Companies with market power should avoid unjustified differences between similarly situated customers regarding:
Different treatment may be lawful where supported by objective commercial reasons such as volume, cost, creditworthiness, or contractual risk.
Competition concerns may arise where a dominant undertaking:
Energy-price regulation does not necessarily eliminate competition-law exposure in unregulated or partially regulated market segments.
Energy groups may operate simultaneously in:
Vertical integration can create efficiencies but may also lead to:
Internal compliance controls should separate regulated, commercial, and competitive activities where appropriate.
Energy companies may cooperate to purchase:
Joint procurement may reduce costs, but risk arises where participants:
The arrangement should be limited to what is necessary to obtain procurement efficiencies.
Consortiums may be required for large projects that one company cannot perform alone.
A legitimate consortium should be distinguished from an arrangement between companies that could independently submit competing bids.
The consortium agreement should document:
Charging network markets may generate competition issues involving:
Long-term exclusivity for premium locations may foreclose competing charging operators.
Battery projects may raise concerns involving:
Storage agreements should preserve independent market conduct unless coordination is objectively necessary and legally permitted.
Energy traders increasingly use software and automated pricing tools.
Competition risks may arise where algorithms:
Companies remain responsible for ensuring that automated systems comply with competition law.
An investigation may begin following:
The Authority may request:
Companies should maintain an investigation-response protocol.
The Competition Authority may conduct on-site inspections at company premises.
During an inspection, officials may review:
Employees should cooperate while protecting legally recognized procedural rights. Deleting, concealing, or altering documents may create additional exposure.
Competition violations may lead to significant turnover-based administrative fines.
Financial exposure may extend beyond the original conduct because an investigation can also result in:
Foreign parent companies may also be affected depending on the economic-unit analysis and corporate structure.
Depending on the type and stage of the investigation, companies may consider:
Turkish competition law provides for settlement procedures, and settlement may result in a reduction of the administrative fine within the applicable legal framework.
These mechanisms should be evaluated strategically and with specialist legal advice.
A company harmed by anti-competitive conduct may pursue civil remedies under Turkish law.
Potential claims may concern:
Competition Authority findings may become important evidence in subsequent compensation litigation.
Contractual provisions violating competition law may become unenforceable or legally vulnerable.
Risk may affect:
Foreign investors should not assume that a signed contract will be fully enforceable if its provisions violate mandatory competition rules.
A Share Purchase Agreement should address:
The buyer should also examine whether the target has implemented an effective compliance program.
The 2026 changes are particularly important for international investors because higher thresholds may exclude some smaller transactions from mandatory filing.
However, the threshold increase does not mean that energy acquisitions are automatically exempt. Turnover must be calculated at the economic-group level under the relevant rules, and control analysis must include indirect acquisitions, joint control, and connected transactions.
The Competition Authority reviewed 416 merger, acquisition, and privatization transactions in 2025, compared with 311 transactions reported for 2024. This demonstrates the continuing significance of Turkish merger control for both domestic and international transactions.
An effective compliance program should include:
High-risk staff include employees working in sales, trading, pricing, procurement, business development, tenders, and industry associations.
Before investing in or operating an energy company in Turkey, foreign investors should:
Foreign investors frequently:
These mistakes may expose both the Turkish target and its international parent group to substantial liability.
No. A filing is required only where the transaction constitutes a merger or acquisition producing a lasting change of control and satisfies the applicable turnover thresholds. Turkey increased the relevant thresholds in 2026.
Yes. A minority investment may be notifiable where the investor obtains sole or joint control through strategic veto, governance, or appointment rights.
Only with caution. Competitively sensitive information should be protected through clean teams, aggregation, redaction, and use restrictions, especially where the parties are competitors.
No. EMRA and the Competition Authority apply different legal regimes. A transaction may require approval or compliance under both frameworks.
No. Long-term PPAs are not inherently unlawful. Risk depends on market power, exclusivity, duration, purchase obligations, foreclosure effects, and commercial justification.
Possibly, if there is an objective and proportionate commercial justification. An unjustified refusal by a dominant undertaking may constitute abuse where it excludes competition or harms the market.
Premature implementation may result in administrative fines and other legal consequences. Transaction documents should make Competition Board clearance a condition precedent where required.
Yes. Businesses harmed by anti-competitive conduct may pursue private damages claims in addition to any administrative investigation or fine.
Joint ventures may facilitate legitimate investment but can also enable competing parent companies to exchange strategic information or coordinate market conduct. Governance and information barriers should therefore be carefully designed.
A Turkish competition lawyer can assess notification obligations, structure joint ventures, implement clean-team procedures, review PPAs and distribution contracts, conduct competition due diligence, prepare compliance programs, manage Competition Authority investigations, and coordinate competition requirements with Turkish energy regulation.
Competition-law violations can delay acquisitions, invalidate contractual provisions, expose businesses to substantial administrative fines, and damage the long-term value of an energy investment. Foreign investors should incorporate competition compliance into transaction planning, contract drafting, corporate governance, and daily commercial operations.
Fırat Fesih Kaya and our legal team advise foreign investors, infrastructure funds, renewable energy developers, electricity producers, traders, EPC contractors, charging network operators, equipment suppliers, lenders, and multinational energy groups on Turkish merger control, competition due diligence, energy-sector joint ventures, PPAs, dominance issues, restrictive agreements, Competition Authority investigations, regulatory compliance, international arbitration, and commercial litigation.
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