Merger Control in 2026: the Thresholds Just Moved, Re-test Your Turkey Deal Now

Merger control 2026 thresholds just moved across four jurisdictions that matter to cross-border deal teams, and the filing you planned last quarter may no longer be required, or a filing you never anticipated may now be mandatory. On 11 February 2026, Türkiye’s Competition Authority (Rekabet Kurumu) published Communiqué No. 2026/2, raising local turnover triggers by roughly three to four times and introducing a territorial-nexus test for technology undertakings. France will apply higher notification thresholds from 1 September 2026 under the Economic Simplification Bill, Sweden’s major competition-law reform took effect on 1 August 2026, and the UAE operationalised its merger-control framework through Cabinet Decision No. 59/2026.

For any deal touching these markets, the only safe course is to re-test every live and pipeline transaction against the new numbers immediately.

Executive Summary, What Changed in 2026

Deal teams need five headline facts before reading further. Each carries a hard effective date and demands an immediate re-assessment of notification obligations:

• Türkiye (11 Feb 2026). Communiqué No. 2026/2 raised the aggregate Turkish turnover threshold to TRY 3 billion and the individual party threshold to TRY 1 billion. A reduced threshold applies to technology undertakings, but only those “established in Türkiye.”
• France (1 Sep 2026). The Economic Simplification Bill raises merger notification thresholds. The new schedule applies to notifications filed from 1 September 2026 onward.
• Sweden (1 Aug 2026). A comprehensive competition-law reform package, introduced through Prop. 2025/26:203, grants the Swedish Competition Authority (Konkurrensverket) new tools and amends notification scope.
• UAE (May 2026). Cabinet Decision No. 59/2026 adopts the Executive Regulations under Federal Decree-Law No. 36/2023, setting out the procedural rules for merger notification and review for the first time.
• Immediate action. Recompute local turnover figures, run the technology-nexus test for Turkish tech targets, map every jurisdiction that still requires a filing, and update your SPA conditionality and closing calendar.

How to Decide: The Primary Compliance Decision for Merger Control in 2026

With thresholds shifting in multiple directions, deal teams need a structured decision process rather than ad-hoc jurisdiction-by-jurisdiction checks. The following six-step flow converts the 2026 changes into a repeatable compliance workflow:

1. Identify the transaction type. Determine whether the deal constitutes a merger, acquisition of control, or a full-function joint venture under each relevant jurisdiction’s framework. Classification affects which thresholds apply.
2. Compute local Turkish turnover. Gather audited turnover data for the most recent financial year. Compare against the new TRY 3 billion aggregate threshold and the TRY 1 billion individual party threshold. If either party is a technology undertaking, proceed to Step 3.
3. Run the technology-nexus test. Determine whether the relevant technology undertaking is “established in Türkiye.” If it is not, the reduced technology-undertaking threshold does not apply. If it is, test against the lower threshold set for technology undertakings under the amended Communiqué.
4. Check other jurisdictions. For each market where the parties generate turnover, France, Sweden, the UAE, and any other mandatory-filing jurisdiction, calculate whether the new 2026 thresholds are met. Use the comparison table below as your starting point.
5. Decide: notify or no-notify. For each jurisdiction, document the threshold analysis and the conclusion. Where thresholds are no longer met, record the analysis as a file note and confirm no filing is required. Where thresholds are now met for the first time, flag for immediate action.
6. Set calendar and conditions. Build a filing calendar with estimated review periods for each jurisdiction. Draft or amend SPA conditions precedent to reflect only those clearances that remain mandatory.

Industry observers expect that many mid-market deals involving Turkish targets, previously caught by the lower thresholds, will now fall outside the notification requirement entirely. The practical effect is a significant de-cluttering of the Rekabet Kurumu’s caseload and faster closing timelines for transactions that no longer require Turkish clearance.

Türkiye, What Communiqué No. 2026/2 Changed

The New Turnover Thresholds

The centrepiece of the February 2026 amendment is a three-to-four-fold increase in the turnover thresholds that trigger a mandatory merger notification to the Rekabet Kurumu. The changes apply to the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (originally Communiqué No. 2010/4), as amended by Communiqué No. 2026/2 and published in the Official Gazette on 11 February 2026.

The amended thresholds no longer waive the local turnover requirement for certain transaction types. Instead, the Communiqué applies a lower local turnover threshold specifically for technology undertakings that satisfy the territorial-nexus test. This structural change narrows the net: fewer transactions will require Turkish clearance, but those that do will be subject to closer scrutiny of whether the technology-undertaking test is genuinely met.

Technology-Nexus Test: Technology Undertakings in Turkey 2026

Before the amendment, the concept of “technology undertaking” cast a wide net, potentially capturing foreign tech companies with limited Turkish operations. Communiqué No. 2026/2 introduces an explicit territorial-nexus requirement: the technology undertaking must be established in Türkiye for the reduced threshold to apply. Early indications suggest that “established in Türkiye” will be interpreted by reference to the undertaking’s registered seat, principal place of business, or meaningful operational presence in the country, though the Board has not yet published formal guidance on the precise boundaries of this term.

The likely practical effect is that a foreign-headquartered tech company with only sales revenue in Türkiye, but no legal entity, R&D centre, or operational hub, would not be classified as a technology undertaking under the amended Communiqué. Deal teams acquiring such a target should test the standard TRY 3 billion / TRY 1 billion thresholds rather than the lower technology-undertaking thresholds.

Effect on Ongoing Reviews

A transitional provision in the amended Communiqué empowers the Board to terminate ongoing review proceedings where the transaction concerned falls below the new thresholds. This means that mergers already notified but not yet decided may be released from review if neither the aggregate nor the individual threshold is met under the 2026 figures. Deal teams with pending notifications should check whether their transaction now falls below the revised thresholds and, if so, engage with the Board regarding the possibility of early termination.

Joint Ventures and Special Rules

The amendments also clarify the assessment criteria for joint ventures. Full-function joint ventures that meet the turnover thresholds remain notifiable, but the Board’s approach to assessing “full functionality” and the joint venture’s competitive effects has been refined. Deal teams forming joint ventures with Turkish components should map the new threshold levels and confirm whether the JV entity itself, or its parents’ combined Turkish turnover, triggers notification.

Cross-Jurisdiction Map, France, Sweden, UAE and Merger Control 2026 Thresholds

Turkey merger control 2026 changes do not exist in isolation. Three other jurisdictions have simultaneously reset their notification frameworks, creating a complex compliance landscape for cross-border transactions.

France, Merger Thresholds Effective 1 September 2026

The French Economic Simplification Bill raised the turnover thresholds for mandatory merger notifications to the Autorité de la concurrence. The new thresholds apply to notifications filed from 1 September 2026 onward. Transactions that were notifiable under the old thresholds but have not yet been filed may benefit from the higher thresholds if the notification is submitted on or after that date. The Autorité de la concurrence has welcomed the reform as a means of focusing enforcement resources on transactions with genuine competitive significance in France.

Sweden, Competition Reform 2026

The Swedish government’s Prop. 2025/26:203 introduced a comprehensive package of competition-law reforms, many of which came into force on 1 August 2026. The reform grants the Konkurrensverket expanded investigative tools and adjusts the scope of mandatory merger notifications. Deal teams with Swedish-nexus transactions should consult the implementing provisions to determine whether their deal falls within the revised notification criteria, particularly where the parties’ combined Swedish turnover sits near the revised thresholds.

UAE, Executive Regulations and Filing Mechanics

The UAE’s merger-control framework became fully operational following the adoption of Cabinet Decision No. 59/2026, which sets out the Executive Regulations under Federal Decree-Law No. 36/2023. The Regulations prescribe the procedural rules for economic concentration notifications, including documentation requirements, review timelines, and the suspensory regime. The Ministry of Economy and Tourism has published accompanying guidance documents. For any acquisition involving UAE-based targets or acquirers that meet the economic concentration thresholds, a notification to the UAE Ministry is now procedurally mandatory.

Timing, Standstill and Practical Filing Calendars

Understanding when to file, and when closing must wait, is as important as knowing whether to file. The 2026 changes affect standstill and timing obligations differently in each jurisdiction:

• Türkiye. Turkish merger control operates on a suspensory basis for transactions that meet the notification thresholds: the parties must not implement the transaction before receiving Board approval. Review periods typically run 30 calendar days for Phase I, with the possibility of extension into Phase II. With the higher thresholds, fewer transactions will enter the review pipeline, which industry observers expect will reduce average Phase I review times.
• France. France maintains a suspensory regime. Phase I lasts 25 working days from the filing of a complete notification. The new thresholds do not alter the review timeline, but they will reduce the overall number of filings. Transactions closing after 1 September 2026 should be tested against the new thresholds before any filing is submitted.
• Sweden. Sweden’s merger-control process includes a suspensory obligation. The Konkurrensverket’s review runs 25 working days in Phase I, extendable to Phase II. Transitional rules apply to transactions notified before 1 August 2026 but not yet decided, these proceed under the pre-reform rules.
• UAE. The Executive Regulations introduce a suspensory obligation for notifiable economic concentrations. The parties must not implement the concentration before receiving clearance from the Ministry. Review timelines and procedural steps are set out in the Regulations and the Ministry’s published guidance.

For a cross-border deal touching all four jurisdictions, a practical filing calendar should sequence filings so that the longest-lead jurisdiction is filed first. In most cases, this means filing in Türkiye and the UAE early (given the novelty of UAE procedures and the potential for information requests), followed by France and Sweden.

Practical Re-Testing Playbook and SPA Closing Conditions

Every deal team with a live or pipeline transaction should run the following re-testing checklist against the 2026 merger control thresholds that just moved. This applies whether the transaction was previously assessed as notifiable or not:

• Gather updated turnover data. Obtain audited financial statements for the most recent completed financial year for all transaction parties. Convert to TRY, EUR, SEK, and AED as needed using the exchange rates applicable at the financial-year end.
• Re-test Turkish thresholds. Compare aggregate and individual Turkish turnover against TRY 3 billion and TRY 1 billion respectively. If either party is a technology undertaking established in Türkiye, test the lower technology-undertaking threshold.
• Re-test France, Sweden, and UAE thresholds. Apply the jurisdiction-specific threshold tests using the 2026 figures. For France, confirm whether the notification will be filed before or after 1 September 2026.
• Document the analysis. For every jurisdiction where a filing was previously planned but is no longer required, prepare a written analysis justifying the no-file conclusion. This serves as evidence of compliance diligence.
• Update SPA conditionality. Remove conditions precedent for jurisdictions where filing is no longer required. Add conditions precedent for jurisdictions where filing has become newly required (notably the UAE). Use clear drafting that ties closing to the receipt of clearance or the expiry of the applicable waiting period without intervention.
• Rebuild the closing calendar. Set target filing dates, estimate review periods, and identify the critical-path jurisdiction. Allow buffer time for information requests, particularly in the UAE where the filing framework is newly operational.

A sample SPA condition precedent clause for Turkish clearance might read: “The obligation to complete the Transaction shall be conditional upon the Turkish Competition Board issuing a decision approving the Transaction, or the expiry of the statutory review period without the Board having initiated Phase II proceedings, whichever occurs first.”

Worked Examples, Five Short Scenarios

The following vignettes illustrate how the 2026 threshold changes play out in practice:

• Scenario A: Turkish tech target, no longer notifiable. A foreign acquirer is purchasing a Turkish-established fintech startup. The target’s Turkish turnover is TRY 400 million. Under the old thresholds, this exceeded the TRY 250 million individual trigger. Under the new thresholds, TRY 400 million falls well below TRY 1 billion. Result: no Turkish filing required.
• Scenario B: Cross-border deal with French turnover. A Turkish industrial group acquires a French manufacturer. The combined French turnover of both parties exceeds the new French thresholds. The deal closes in October 2026. Result: a French filing is still required under the post-1 September 2026 thresholds. The deal team files in France and sets closing conditions accordingly.
• Scenario C: UAE-headquartered acquirer. A UAE conglomerate acquires a Turkish logistics company. The Turkish turnover figures fall below the new TRY 3 billion aggregate threshold, eliminating the Turkish filing. However, the UAE economic concentration thresholds are met. Result: no Turkish filing, but a mandatory UAE filing under the new Executive Regulations.
• Scenario D: Joint venture in Turkey. Two multinational parents form a full-function joint venture to operate in Türkiye. Their combined Turkish turnover exceeds TRY 3 billion, and each parent’s individual Turkish turnover exceeds TRY 1 billion. Result: the JV remains notifiable under the new thresholds. The filing calendar must account for the Board’s review period.
• Scenario E: Pipeline deal with timing implications. A private equity fund signed an SPA in January 2026 for a Swedish target with Turkish and French subsidiaries. The Turkish filing was submitted before 11 February 2026 but remains pending. Post-amendment, the transaction falls below the new Turkish thresholds. The fund should engage with the Rekabet Kurumu to request termination of the pending review.

Next Steps and Recommended Checklist

The merger control 2026 threshold changes across Türkiye, France, Sweden, and the UAE demand immediate attention. Deal teams should take the following steps without delay:

• Run the six-step compliance decision process outlined above for every live and pipeline transaction.
• Prepare a jurisdiction-by-jurisdiction threshold analysis and file note for each deal.
• Update all SPA conditions precedent and closing calendars to reflect the 2026 thresholds.
• For pending Turkish notifications that may fall below the new thresholds, engage with the Rekabet Kurumu to discuss early termination.
• For UAE-nexus deals, build in additional lead time for the newly operational filing process.
• Consult a qualified competition lawyer in Turkey to confirm the threshold analysis and manage the notification process.

Sources

1. Turkish Competition Authority (Rekabet Kurumu), Official Updates and Communiqués
2. Schoenherr, Turkish Competition Authority Amends the Merger Control Communiqué
3. Autorité de la concurrence, Press Release on Economic Simplification Bill
4. Swedish Government, Prop. 2025/26:203 (Competition Law Reform)
5. UAE Cabinet Resolution No. 59/2026, Executive Regulations
6. UAE Ministry of Economy and Tourism, Competition Regulation Guidance
7. Chambers and Partners, Merger Control 2026 Practice Guide
8. Konkurrensverket, New Competition Tools Announcement (2026)