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The Turkish Competition Board (the “Board”) has long possessed the statutory authority to impose administrative fines on individual directors and employees whose conduct plays a decisive role in competition law infringements. In practice, however, this power has remained largely dormant. The Board’s recent decision in the Aydın driving schools cartel1 signals a potential shift in enforcement policy and warrants close attention from undertakings and their senior management alike.
The Factual Background: A Cartel Facilitated by an Outsider
The case arose from a complaint alleging that private motor vehicle driving schools (“MTSKs”) operating in the province of Aydın had entered into price-fixing arrangements in respect of their tuition fees. Following a preliminary investigation initiated by the Board, a formal investigation was launched against a total of 28 undertakings and True Özel Araştırma ve Danışmanlık Company (“True Consultancy”), a consultancy and audit firm registered in Kayseri that provided monitoring and enforcement services to the cartel participants.
True Consultancy was not itself a driving school. It was an independent audit and investigation company, wholly owned and managed by one individual, Serdar Kaplanoğlu. Its role, as established by extensive documentary and testimonial evidence obtained during dawn raids, was to serve as the operational backbone of the cartel: it coordinated the price-fixing protocols, audited compliance by dispatching mystery shoppers to member schools, and collected penalty payments from those who deviated from the agreed floor prices.
The Mechanics of the Infringement
The evidence gathered during on-site inspections conducted on multiple dates revealed a sophisticated and sustained pricefixing scheme spanning several years. The central instruments of the cartel were a series of documents entitled “Protokol”, the earliest of which dated back to 2021. These protocols established minimum tuition fees for various categories of driving licence, designated True Consultancy as the body authorised to monitor compliance, and stipulated escalating financial penalties for any school found to be charging below the agreed floor prices. Schools were required to sign promissory notes in favour of Serdar Kaplanoğlu; where a school was found to have undercut the cartel price, these notes were enforced, and in at least one instance, legal proceedings were initiated for non-payment.
The Board assessed the conduct under Article 4 of Law No. 4054 on the Protection of Competition, which prohibits all agreements between undertakings that have the object or effect of restricting competition. Citing established case law and the Active Cooperation Regulation, the Board classified the price-fixing arrangement as a hard-core cartel, an infringement that, by its very nature, restricts competition and requires no proof of anti-competitive effect.
A particularly noteworthy aspect of the decision is the Board’s treatment of True Consultancy as a “cartel facilitator”, an undertaking that does not compete with the cartel members at the same level of the production or distribution chain but nonetheless contributes to the establishment and maintenance of the cartel.
In reaching this conclusion, the Board drew upon both domestic precedent and EU case law. On the domestic front, it cited its earlier Çorum Building Inspection decision2, in which a software provider that supplied the technical infrastructure for a price-fixing scheme among building inspection firms was held liable as an accessory to the infringement. The Board also referred to its own recent Uşak Driving Schools decision3, in which True Consultancy had already been found to have participated as a cartel facilitator in an analogous price-fixing scheme.
At the EU level, the Board referenced the landmark AC-Treuhand judgment of the Court of Justice (Case C-194/14 P), in which an independent consultancy firm was held liable for organising meetings, collecting data, and acting as a moderator for cartel participants in the heat stabilisers market. It further cited the Icap decision (Case T-180/15), where an interdealer broker was held responsible as a facilitator of the JPY LIBOR cartel.
Applying these principles, the Board concluded that True Consultancy had played an indispensable role in the establishment and maintenance of the cartel and was therefore liable for the infringement.
The Personal Fine Imposed on the Director: A Dormant Provision Applied
On 27 December 2024, a new Regulation on Administrative Fines (the “Regulation”) was published in the Official Gazette, replacing the previous regulation dating from 2009. Article 8 of the new Regulation provides that where an administrative fine is imposed on an undertaking, directors or employees who are found to have had a “decisive influence” on the infringement may be fined up to five per cent of the fine imposed on the undertaking.
This provision is not, strictly speaking, new. Law No. 4054 has long empowered the Board to impose personal fines on individuals with a decisive influence on infringements. Yet despite this longstanding statutory basis, the Board has exercised this power on remarkably few occasions. A review of the Board’s enforcement record reveals that, prior to the present case, personal fines had been imposed in only two decisions, targeting a total of three individuals.
Historical Precedent: The Rarity of Personal Fines
The first instance arose in the Board’s Beyaz Et (White Meat) decision4. In that case, the Board investigated allegations that nine undertakings and one trade association operating in the white meat sector had infringed Article 4 of Law No. 4054 by collectively determining price levels and exchanging information aimed at controlling supply. In addition to the fines imposed on the undertakings, the Board imposed a personal administrative fine on Zuhal Daştan, who served as a senior executive of both Pak Tavuk (one of the infringing undertakings). The Board’s finding of decisive influence was grounded in extensive documentary evidence demonstrating that Ms Daştan had actively communicated with other undertakings and their distributors, encouraged and coordinated the restriction of poultry supply, monitored compliance with projection studies designed to curtail output, and instructed her own distributors to reach agreements with competing distributors to eliminate price competition and raise poultry prices.
The second instance was the Sodaş Sodyum decision5, in which the Board examined allegations that Sodaş Sodyum Sanayi AŞ (“Sodaş”) and Otuzbir Kimya ve San. Türk Ltd. Şti. (“OKS”) had agreed to fix the prices of powdered and crystallised sodium sulphate and to allocate customers between them. In addition to the corporate fines, the Board imposed personal fines on both Serdar Salancı, General Manager of Sodaş, and Halit Kunter, Manager of OKS, on the ground that their decisive influence had been instrumental to the infringement. The evidence demonstrated that the negotiations underpinning the cartel had been conducted predominantly between these two individuals, as reflected in their correspondence, which included statements such as “After that, let us bring the parties to the same table” and “First, I sat down with the heads of rival companies at various times and convinced them that this war would benefit no one. Then I had them adopt decisions of principle that would put an end to customer and price chaos.” A noteworthy aspect of this decision was the Board’s treatment of lower-tier managers: although employees at a more junior level within both Sodaş and OKS had been found to have actively participated in the relevant communications, the Board declined to impose personal fines on them, reasoning that, in the rational context of business operations, these mid-level managers had merely been carrying out instructions received from their superiors.
The Aydın driving schools decision therefore represents only the third occasion on which the Board has imposed a personal fine for decisive influence on a competition law infringement, and the first under the new Regulation. What is particularly striking is that the 2024 legislative revision expressly retained and operationalised this mechanism rather than removing it, and the Board chose to exercise this power in a case where the factual circumstances left little room for doubt regarding the individual’s culpability.
Application to Serdar Kaplanoğlu
The Board found that Serdar Kaplanoğlu, as the sole shareholder and managing director of True Consultancy, had personally orchestrated the cartel by drafting and circulating the price-fixing protocols, conducting audits to verify compliance, imposing fines on noncompliant schools, and pressuring reluctant operators into joining the arrangement. His conduct was deemed to constitute a “decisive influence” within the meaning of Article 3(1)(a) of the Regulation, defined as an “indispensable function in the creation and/or maintenance of the infringement.”
Accordingly, the Board imposed a personal fine of TRY 5,595.21 (approx. EUR 105) on Serdar Kaplanoğlu, representing a percentage of the TRY 111,904.28 (approx. EUR 2100) fine levied on True Consultancy.
Implications for Corporate Directors and Compliance
This decision carries significant implications for undertakings operating in Türkiye and, in particular, for their directors and senior management.
First, the retention of the personal liability provision in the new Regulation on Fines, combined with the Board’s willingness to apply it, suggests that individual fines may become a more regular feature of Turkish competition enforcement. For years, the provision lay largely unused; this case demonstrates that the Board is now prepared to deploy it, particularly where the evidence of an individual’s decisive role is compelling.
Second, the decision reinforces the principle, well established in EU jurisprudence, that cartel facilitators (even those that do not operate in the same market as the cartel members) can be held fully liable for competition law infringements. Undertakings providing consultancy, audit, or technical services should be acutely aware that their involvement in arrangements that facilitate price-fixing or market allocation may expose them to significant enforcement action.
Third, the case underscores the importance of robust competition law compliance programmes. Directors and managers who participate in or turn a blind eye to cartel activity can no longer rely on the assumption that personal liability provisions will remain unenforced. The Board’s signal is clear: those who play a decisive role in infringements will face personal consequences.
Conclusion
The Aydın driving schools decision marks a notable development in Turkish competition enforcement. By imposing a personal fine on Serdar Kaplanoğlu under Article 8 of the new Regulation on Fines, the Board has activated a provision that, despite its longstanding presence in the legislative framework, had remained conspicuously underutilised. The fact that the 2024 legislative revision expressly retained this mechanism (rather than narrowing or abolishing it) should be read as a deliberate policy choice. Coupled with the Board’s evident readiness to apply it, this signals that the era of individual accountability in Turkish competition law may have arrived in earnest. Corporate directors and senior managers would be well advised to take note.
Footnotes
1. Board Decision dated 6 November 2025 and numbered 25-41/1016-582.
2. Board Decision dated 2 December 2013 and numbered 13-67/929-391.
3. Board Decision dated 26 September 2024 and numbered 24-39/927-398.
4. Board Decision dated 25 November 2009 and numbered 09-57/1393-362.
5. Board Decision dated 3 May 2012 and numbered 12-24/711-199.
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