Increased Gun Jumping Scrutiny By The Turkish Competition Board: Fines Imposed For Three Acquisitions In The Video Game Industry Without Prior Clearance.

According to three separate decisions published on the Turkish Competition Authority’s (“TCA”) website on December 4, 2025, administrative fines were imposed on Modern Times Group MTG AB (“MTG”) for finalizing three different acquisitions in the video game development and publishing sector without obtaining prior clearance from the Turkish Competition Board (“Board”).

The Board decided to impose administrative fines because the following transactions were closed without notification to the TCA, despite being subject to mandatory authorization under Article 7 of Communiqué No. 2010/4 on Mergers and Acquisitions Calling for the Authorization of the Competition Board (“Communiqué on Mergers and Acquisitions”):

• The acquisition of sole control of Plarium Global Ltd. by MTG (Board Decision dated 25.09.2025 and numbered 25-36/856-504).

• The acquisition of sole control of Snowprint Studios AB by MTG (Board Decision dated 25.09.2025 and numbered 25-36/857-505).

• The acquisition of sole control of AutoAttack Games Ltd. by MTG (Board Decision dated 25.09.2025 and numbered 25-36/858-506).

The common denominator of these decisions is that the acquisitions were evaluated under the “technology undertaking exception” set forth in the Communiqué on Mergers and Acquisitions. This exception allows for the scrutiny of acquisitions involving technology companies regardless of the turnover thresholds of the target entity. 

In the relevant decisions, the Board identified the target companies—active in video game development and publishing—as “technology undertakings.” It was determined that the provision introducing this exception entered into force on May 4, 2022, and the closing of the transactions occurred after this date. Consequently, MTG was fined in all three cases for failing to notify the Board of acquisitions subject to authorization.

Increasing Gun Jumping Scrutiny in EU and Turkish Competition Law

The concept of "gun jumping"—which refers to the implementation of a concentration without notification or clearance, potentially involving restrictive agreements, exchange of sensitive information, or unlawful coordination between parties—has recently become a more frequent agenda item in both European Union (“EU”) and Turkish competition law.

In the recent Altice/Commission case, the General Court of the EU upheld the Commission's fine on the grounds that the acquirer exercised control over the target before the closing. The Court found that the acquirer appointed senior management, intervened in pricing policies and commercial decisions and exchanged sensitive information prior to clearance. Upon appeal, the European Court of Justice (“ECJ”) upheld the General Court’s decision while reducing the fine amount [1].

In the Commission's Illumina/Grail decision [2], it was determined that Illumina acquired de facto control of Grail before the investigation was concluded. However, the ECJ subsequently annulled the Commission’s decision, ruling that the Commission lacked the authority to review a transaction falling below national thresholds and that the power to amend these thresholds belongs solely to the EU legislature [3].

In Türkiye, the Board imposed an administrative fine in its Param/Kartek decision [4], finding that Param exercised de facto control over Kartek without Board approval. The Board noted that Param appointed Kartek’s managers, held final authority over salary and promotion decisions, and intervened in marketing and day-to-day management.

Similarly, in the recent Elon Musk/Twitter decision [5], the Board imposed an administrative fine for the acquisition of sole control of Twitter without clearance. Twitter argued that its Turkish turnover did not exceed the thresholds and that the analysis regarding notification requirements was conducted before the technology undertaking exception took effect. However, the Board ruled that the acquisition agreement was signed after the exception was published in the Official Gazette and the closing occurred after the regulation entered into force.

Finally, in an announcement published on June 26, 2025, the TCA stated that an administrative fine was imposed in the acquisition of Tekfen shares by Can Group, as the parties acted as if clearance had been obtained before the Board’s formal approval was granted [6].

Conclusion

The three recent decisions fining MTG for the unauthorized acquisition of video game companies have once again brought the issue of gun jumping to the forefront. In light of the increasing scrutiny in both EU and Turkish competition law, undertakings must exercise greater diligence and conduct comprehensive analyses of their notification obligations.

[1] ECJ, 09.11.2023, Case C-746/21 P, Altice Group Lux v. Commission.

[2] Commission, 06.09.2022, Case M.10188, Illumina/Grail.

[3] ECJ, 03.09.2024, Case C-611/22 P, Illumina v. Commission and Case C-625/22 P, Grail v. Commission.

[4] Board Decision, 04.04.2024, 24-16/390-148.

[5] Board Decision, 02.03.2023, 23-12/197-66.

[6] Announcement on the Authority’s Website, June 26, 2025.