Four pieces of legislation should be read together to understand the antitrust and merger control framework in the UAE. This legislation significantly interlinks and so it is necessary to read all four pieces together to understand the bigger picture and how to comply with the relevant antitrust and merger control regulatory requirements. The four pieces of legislation are as follows (and can be collectively referred to as the “UAE Competition Legislation”):

• Federal Decree-Law No 36 of 2023 Concerning the Regulation of Competition (the “Competition Law”);
• Cabinet Resolution No 59 of 2026 concerning the Executive Regulation of Federal Decree-Law No 36 of 2023 on the Regulation of Competition (the “Competition Regulations”);
• Cabinet Resolution No 3 of 2025 Concerning the Percentages Related to the Implementation of the Competition Law (the “Competition Threshold Rules”); and
• Cabinet Resolution No 22 of 2016 on Unified Definition of Small and Medium Enterprises (the “SME Definition Decision”).

Cabinet Resolution No 59 of 2026 has now been issued as the Executive Regulation of the Competition Law. It repeals Cabinet Resolution No 37 of 2014 and enters into force three months after its publication in the Official Gazette.

The Competition Law and the Competition Regulations regulate merger control, prohibitions on antitrust arrangements and abuses of dominant positions. Abuses of a dominant position include:

• predatory pricing;
• discriminating among customers without objective justification;
• refusal to supply;
• limiting production;
• failure to satisfy demand; and
• tying arrangements.

The Competition Law also states that its aim is to protect and enhance competition in the UAE and to combat monopolistic practices through:

• providing a stimulating environment for businesses to enhance efficiency, competitiveness and the interest of consumers and to achieve sustainable development in the UAE; and
• sustaining a competitive market governed by the market’s mechanisms through the principle of economic freedom by way of banning restrictive agreements, banning businesses and actions that lead to the abuse of a dominant position, controlling the operations of economic concentrations and avoiding everything that may create prejudice within, limit or prevent competition.

The Competition Threshold Rules define “dominance” and set out the relevant antitrust and merger control filing thresholds.

The SME Definition Decision, on the other hand, is limited to defining small and medium enterprises exempt from the application of the Competition Law.

Both the Competition Law and the Competition Regulations are, in theory, largely based on EU Competition Law and reflect many elements of international best-practice norms (including in the US). However, it could also be said that the thresholds in Cabinet Resolution No 3 of 2025 determine the dominance and notification thresholds for economic concentration operations; they do not limit the general applicability of the Decree-Law, which is higher than that of most (if not all) jurisdictions in the Gulf and Middle East region.

Antitrust and merger control rules and restrictions under the UAE Competition Legislation do not apply to undertakings in the Abu Dhabi Global Market (the “ADGM”) or the Dubai International Financial Centre (the “DIFC”). This is despite Article 3 of the Competition Law stating that it will apply to all undertakings with regard to their economic activities in the UAE and the exploitation of intellectual property rights inside or outside the UAE, thereby affecting competition in the UAE.

The reason why the UAE Competition Legislation does not apply to undertakings in the financial free zone areas can be legally justified by Article 121 of the UAE Constitution, which enabled the UAE federation to create financial free zones in the UAE and most importantly, to exclude the application of certain Federal Laws in these zones.

Federal Law No 8 of 2004 on Financial Free Zones in the UAE also states that financial free zones are exempt from all Federal civil and commercial laws.

Neither the ADGM nor the DIFC have separate legislation to regulate antitrust or merger control. It is therefore safe to assume that the UAE Competition Legislation only applies to onshore UAE undertakings and excludes financial free zone undertakings unless the activities or transactions taking place via an undertaking based in either of the two financial free zones (ie, the ADGM or the DIFC) affect competition in the UAE mainland, whether directly, indirectly or through an onshore-based subsidiary.

Sectors and Exemptions

The UAE Competition Legislation applies to all undertakings operating in the UAE, as well as to activities that take place abroad and affect competition in the UAE and to the commercial activities and transactions of both local and international undertakings.

The following are exempt from the UAE Competition Legislation.

• Any agreement, practice or action related to a specific good or service where the authority to regulate competition rules is granted, by virtue of another law that includes provisions related to regulating the rules and procedures for considering anti-competitive practices and instances for their exemption and economic concentration operations, to a sectoral regulatory body, unless the sectoral regulatory body requests the ministry take over this matter, in whole or in part, in writing and the ministry agrees to this.
• Establishments owned by the Federal government and which are specified in a Cabinet Decision which has been approved by a minister, together with the relevant authority.
• Establishments owned by the local government of one of the seven emirates, operating within the emirate and which are determined by a decision issued by the government of the emirate.

The Competition Law provides no other exemptions. With that being said, a restructuring exemption is implied by the definition of economic concentration under the Competition Law (see 2.3 Types of Transactions) and the requirement of a change of control. In the event a transaction does not fall within the definition of economic concentration, a mandatory merger control filing is therefore not triggered.

Small and Medium Enterprises (SMEs)

The Competition Law repealed the exemption for SMEs contained in Law No 4 of 2012.

The UAE Competition Legislation specifies that the responsibility for enforcement lies with the Competition Department at the UAE Ministry of Economy (the “Competition Department”). The Competition Department is supervised by the Competition Regulation Committee, chaired by the Undersecretary of the Ministry of Economy (the “Competition Committee”).

Both the Competition Committee and the Competition Department report to the UAE Federal Minister of Economy (the “Minister”), who heads the UAE Federal Ministry of Economy (the “Ministry”).

Under the Competition Law, an application for approval of an economic concentration must be submitted to the Ministry at least 90 days before completion if either of the thresholds determined by the Cabinet is met. Cabinet Resolution No 3 of 2025 sets these thresholds as follows:

• the total annual sales value of the relevant undertakings in the relevant market within the UAE during the last fiscal year exceeds AED300 million; or
• the total share of the relevant undertakings exceeds 40% of total transactions in the relevant market within the UAE during the last fiscal year.

Cabinet Resolution No 59 of 2026 now establishes the principal procedural rules for economic concentration applications, including the application form and supporting documents, filing responsibility, withdrawal, formal review, substantive assessment, interested-party participation, objections, reporting and post-filing monitoring.

• the application must be made in the form prepared by the Ministry and supported by the documents prescribed by Article 10 of Cabinet Resolution No 59 of 2026;
• formal examination is carried out within ten business days, subject to a similar extension and additional documents may be requested within a period specified by the authority, not exceeding ten business days from notification; and
• the Ministry, competent authority or sectoral regulatory body may publish basic information, receive views or objections from interested parties within 15 business days and require responses to accepted objections within ten business days.

The Competition Threshold Rules continue to set the notification thresholds. In practice, a filing is required if either of the following thresholds is met:

• the total annual sales value of the relevant undertakings in the relevant market within the UAE during the last fiscal year exceeds AED300 million; or
• the total share of the relevant undertakings exceeds 40% of total transactions in the relevant market within the UAE during the last fiscal year.

For economic concentration operations meeting either of the above thresholds, filing an application for approval is compulsory. There is no express requirement under the Competition Law or Cabinet Resolution No 3 of 2025 to make a voluntary notification where neither threshold is met.

Applications for economic concentration approval are assessed following formal examination, any requests for additional information and a substantive review of the transaction’s effects on the relevant market. The reviewing authority prepares a report covering the facts, the parties, the transaction objective, the relevant market study, the legal and economic analysis, the competitive effects and the recommended decision and submits it to the Minister or the competent decision-maker within ten days of completing the report.

Failure to issue a decision within the statutory period constitutes a rejection of the economic concentration operation.

On the other hand, no notification is required if the activity or transaction is related to specific sectors or exemptions (see 1.2 Legislation Relating to Particular Sectors).

Failure to notify a reportable economic concentration transaction may result in a fine of between 2% and 10% of the turnover generated in the UAE by the relevant undertaking during the last financial year or, if this data is not available, a fine of between AED500,000 and AED5 million.

Nevertheless, the Ministry has, as far as we are aware, never disclosed any penalties that have been imposed for violating an economic concentration transaction. Penalties imposed by the Ministry are usually made public through the Ministry’s official channels (ie, websites and social media pages), as well as local newspapers, which are likely to pick up the news immediately.

Competition Law

The Competition Law defines three terms that are key to understanding the regulatory framework for merger control in the UAE.

The first definition is “relevant market”, which means, “The market that is based on two elements:

• concerned products: the product or service or all products or services, which are, in view of their prices, characteristics and uses, interchangeable to meet a particular need of the consumer; and
• specific geographical location: it means the physical or digital place where supply and demand converge for a product or service and where competition conditions are similar or homogeneous.”

The second is the definition of “economic concentration”, which is “any act resulting in a total or partial transfer (merger or acquisition) of a property, usufruct rights, rights, stocks, shares or obligations from an undertaking to another, empowering the undertaking or a group of undertakings to directly or indirectly control another undertaking or another group of undertakings”.

In line with the Competition Threshold Rules, “economic concentration” exists if the relevant person(s) or undertaking(s) meet the thresholds mentioned in 2.1 Notification. The definition of “economic concentration” is broad and encompasses several types of transactions, including internal restructuring or reorganisation. The Competition Law does not consider control a determining factor in triggering the regulatory requirement for notification. The determining factor will always be whether or not these transactions create “dominance” or “economic concentration”.

Transactions that do not involve the transfer of shares or assets (such as shareholders’ agreements and changes to articles of association) can still be caught under the auspices of the UAE Competition Legislation if they constitute a “restrictive agreement” or lead to an abuse of a dominant position.

This brings us to the third significant term: the definition of “agreements”. These are defined as “agreements, arrangements, coalitions or practices between two or more undertakings or any co-operation among establishments or resolutions issued by undertakings’ consortia, whether they are written or oral, explicit or implicit or public or confidential”.

The Competition Law considers “agreements” between undertakings which aim to create prejudice within, limit or prevent competition in the UAE as “restrictive agreements”, especially those:

• specifying the prices for buying or selling commodities or services, directly or indirectly, by creating an increase, decrease or stabilisation that may negatively affect the competition;
• specifying the conditions of buying, selling or performing services and/or any other similar obligation;
• colluding in bids, tenders, practices or any other supplying offers;
• phasing out or limiting the operations of production, development, distribution, marketing or any other aspects of investment;
• colluding to refuse to buy from or to sell or supply to certain undertaking(s) and to halt or impede the undertaking(s) from carrying out their activities or transactions;
• limiting the freedom of commodities or services flow to the “relevant market(s)” or withdrawing them from the market, including the concealment or storage of these commodities or services unlawfully, abstaining from dealing with these commodities or services or suddenly creating their abundance, which may lead to trading these commodities or services at unreal prices;
• dividing markets or assigning clients based on geographical areas, distribution centres, quality of clients, seasons and time or any other basis that may negatively affect competition; and/or
• taking procedures to hinder the entrance of undertakings to the market, exclude these undertakings from the market or hinder joining existing “agreements” or coalitions.

When determining whether any undertaking is abusing its dominant position in the “relevant market(s)”, the Competition Department will consider whether the undertaking is:

• imposing the prices or conditions of reselling commodities or services directly or indirectly;
• selling a commodity or performing a service with a price less than the actual cost with the aim of hindering competitive undertakings from entering the “relevant markets”, excluding them from these markets or causing them losses, preventing them from continuing their activities in these markets;
• discriminating without justification amongst clients with identical contracts with regard to the prices of these commodities or services or the terms and conditions of buying or selling contracts;
• obliging a client not to deal with a competitive undertaking;
• the total or partial rejection to deal according to the usual commercial conditions;
• unjustifiably abstaining from dealing in commodities or services through buying or selling or limiting or hindering the dealing that may lead to imposing an unreal price of the commodities or services;
• suspending the buying or selling of commodities or services unless other commodities or services are received in return, which, by nature or commercial use, the latter commodities or services to be received in consideration are irrelevant to the original transaction in the normal course of its business;
• intentionally publishing incorrect information about commodities or prices;
• decreasing or increasing the available supply of the commodity to create a false scarcity or abundance of the commodity;
• controlling or limiting production, markets or technological development; or
• unjustifiably preventing or obstructing other undertakings from accessing its own networks, facilities or any physical or digital infrastructure it owns or exploits if this is the only basic and economically feasible solution for practising economic activity or entering the “relevant market”.

The triggering factors to consider whether transactions involve the transfer of shares or assets or not through a “restrictive agreement” or an abuse of a dominant position would be:

• whether the relevant undertakings meet the threshold identified in the Competition Threshold Rules, which is always the first step; and
• if yes, determine whether the activity or transaction falls within any of these prohibitions.

“Control” is not a defined term under the UAE Competition Legislation. “Control” in the context of UAE merger control will only be relevant in two instances.

The first instance is the percentage of “control” required by the Federal UAE or local governments over undertakings to determine whether these undertakings are exempt from the application of the UAE Competition Legislation. If the direct or indirect “control”, by the Federal or local government over an undertaking is 50% or more, then the undertaking is exempted from the UAE Competition Legislation. If the “control” is less than 50%, it will need to meet the Competition Threshold Rules threshold before being subject to the requirements or prohibitions in the Competition Law.

The second instance is to identify the controlling undertaking in the event of “economic concentration” as determined under the Competition Law. The purpose of identifying the controlling undertaking is to name it as being responsible for complying with the regulatory requirements under the UAE Competition Legislation.

Cabinet Resolution No 3 of 2025 sets the applicable thresholds for dominant position and economic concentration operations.

A dominant position is established where the share of an undertaking, individually or jointly with other undertakings, exceeds 40% of total transactions in the relevant market.

For economic concentration operations, an application for approval is required where either of the following thresholds is met:

the total annual sales value of the relevant undertakings in the relevant market within the UAE during the last fiscal year exceeds AED300 million; or

the total share of the relevant undertakings exceeds 40% of total transactions in the relevant market within the UAE during the last fiscal year.

The 2026 Competition Regulations prescribe significant information requirements for economic concentration filings, including three years of audited financial statements, market studies, competitors’ sales and market shares, customer dealings, affected markets, positive effects, proposed commitments, consumer price, quality and availability effects, geographic scope and related transactions during the previous three years. However, they still do not prescribe a comprehensive methodology for calculating jurisdictional thresholds, including currency conversion and whether values should be assessed on a book or fair-market basis.

The absence of case law could be justified by:

• the high jurisdictional thresholds are not usually met by the undertakings based or doing business in the UAE and do not therefore require any filings or notifications requesting exemptions;
• the huge volume of “economic concentration” transactions and activities taking place in financial free zones, such as the ADGM or the DIFC, is exempted from the UAE Competition Legislation;
• many of the undertakings are carrying out activities that are categorised as exempted activities and enterprises; and
• the multiple incentives provided by the UAE government to promote the UAE as a regional hub, leading to some of the regulatory restrictions usually found in developed markets being relaxed, which, at the same time, will not apply to the UAE, which is considered one of the most competitive emerging markets in the Gulf and Middle East region.

It is important to clarify that an “undertaking” is defined under the Competition Law as “any natural or legal person conducting an economic activity or any person in connection with such persons or any grouping of these persons, regardless of their legal form”. No other definitions are contained in the UAE Competition Legislation with regard to corporate entities, individuals or group-wide.

This means that an “undertaking” meeting the threshold could be the “undertaking” directly involved in the “economic concentration” transaction or activity or it could be a parent or holding company based outside the UAE.

Strictly speaking, the “undertaking” that is directly carrying out an “economic concentration” transaction or activity in a “relevant market”, whether based inside or outside the UAE, which meets the jurisdictional threshold as an entity and not as a group, will have to notify the Competition Department that is requesting an exemption.

However, if we apply the same principles used in the EU, the calculation of the jurisdictional thresholds should be carried out after consolidating the group’s overall transaction turnover, rather than just the “undertaking” that is a party to the transaction.

Unfortunately, due to the absence of case law and regulatory guidance on the calculation methodology, it is unclear whether the Competition Department will strictly follow the wording of the Competition Law or apply the same interpretation as under the general principles of EU competition law. This includes the method of reflecting changes in the business during a reference period (such as other acquisitions, divestments or business closures).

The safest approach is therefore to consult the Competition Department before concluding an “economic concentration” transaction where there are grounds to believe that the jurisdictional thresholds are met at the group level but not at the “undertaking” level.

Foreign-to-foreign transactions by way of sale, acquisition or merger (whether shares or assets) are captured under the auspices of the UAE Competition Legislation once the jurisdictional thresholds under the Competition Threshold Rules are met, regardless of the location or nationality of the parties and subject to the local effects test (ie, the parties carrying out their activity or transaction in a “relevant market” or engaging in activities or carrying out transactions that have harmful effects on competition in the UAE).

100% foreign ownership of UAE onshore companies is generally allowed, subject to restrictions or prohibitions on foreign investment for companies engaging in activities that have a strategic impact.

The Economic Departments of Dubai and Abu Dhabi have published lists of more than 1,000 commercial and industrial activities which do not have a strategic impact. Companies incorporated in these emirates that are engaged in non-strategic activities may be 100% foreign-owned.

Cabinet Resolution No 3 of 2025 has set the market share jurisdictional threshold for economic concentration at more than 40% of total transactions in the relevant market within the UAE during the last fiscal year. If that threshold is met, notification is compulsory in line with the Competition Law and the Competition Regulations.

Joint ventures are subject to the same restrictions and prohibitions as any other activity or transaction. As long as the joint venture does not contain any condition making the arrangement a “restrictive agreement” or an “economic concentration”, the joint venture will not trigger any of the regulatory requirements under the UAE Competition Legislation and will not have to request an exemption from the Competition Department.

If the joint venture is labelled a “restrictive agreement” or an “economic concentration”, filing the notification becomes a regulatory requirement.

It is clear that filing the regulatory notification is subject to meeting the jurisdictional threshold under the Competition Threshold Rules first. This requirement must be met even before checking whether the joint venture is defined as a “restrictive agreement” or whether an “economic concentration” occurs.

Under Cabinet Resolution No 59 of 2026, the Ministry, competent authority or sectoral regulatory body may monitor an economic concentration even where the parties did not file, whether before or after completion.

The authority may require the necessary data, information and documents from the parties and interested parties and must consider the impact of the concentration on consumer prices, quality and availability as an obligatory factor when monitoring and evaluating the transaction.

Following receipt of the regulatory notification, the Competition Department will assess it and ensure that it meets the formal requirements under the Competition Regulations. Cabinet Resolution No 59 of 2026 provides for a formal examination within ten business days, extendable for a similar period and authorises the authority to request additional documents within a period not exceeding ten business days from the date of notification.

Legally speaking, a transaction (if it meets the regulatory thresholds and is considered an “economic concentration” transaction in law) should not be completed without obtaining clearance from the Minister. From a procedural point of view, a transaction could still be completed without clearance, as the Federal and local authorities will not require it as part of the documents needed to effect a transaction in the public records and relevant constitutional documents, such as commercial licences, commercial registries, notarised share transfer agreements, etc.

There is a clear provision in the Competition Law prohibiting the relevant “undertakings” from concluding any transactions during the merger control review period. Obtaining clearance from the Minister is therefore usually included as a condition precedent in the “agreements” of an “economic concentration” transaction, making obtaining clearance a condition for closing the transaction.

Failing to comply with the regulatory requirement to suspend the implementation of a transaction during the merger control review, until:

• a clearance is obtained; or
• the specified deadline expires and consequently a fine of between AED50,000 and AED500,000 will be imposed.

There are no exceptions under the UAE Competition Legislation to the suspensive effect of the regulatory notification.

Implementation before clearance is not permitted under the Competition Law.

There is uncertainty over precisely when the transaction must be notified to the Competition Department. The Competition Law states that “economic concentration” transactions must be notified at least 90 days before the transaction’s completion.

Practically speaking, notifications should be made shortly after entering into the transaction documents, as it is usually a condition precedent to obtain the regulatory approval prior to closing. In this case, the applicant will comply with both the Competition Law and the Competition Regulations.

Failing to notify a reportable “economic concentration” may result in a fine of between 2% and 10% of the turnover generated in the UAE by the relevant “undertaking” during the last financial year being imposed or, if this data is not available, a fine of between AED500,000 and AED5 million being imposed.

Cabinet Resolution No 59 of 2026 requires that a copy of the contract or agreement relating to the economic concentration be filed with the application. It does not expressly require that the agreement be binding, although the application must be filed by the parties to the concentration or their duly authorised legal representative.

A less formal document may still support the narrative of the transaction, but the regulations expressly require a copy of the contract or agreement related to the economic concentration. In practice, the Ministry may request further documentation if the submitted materials are insufficient.

Cabinet Resolution No 59 of 2026 sets out a fee for filing an economic concentration approval application and requires that the fee payment receipt be submitted with the application. If an application is withdrawn during preliminary review, the fees collected by the Ministry, the competent authority or the sectoral regulatory body are not refunded.

The filing party depends on the type of economic concentration under Cabinet Resolution No 59 of 2026:

• for an acquisition, the application is filed by the acquiring undertaking, as buyer or by its duly authorised legal representative; and
• for a merger or joint venture, the application is filed by all relevant parties or by an undertaking authorised by them under a duly certified special power of attorney.

This allocation is more specific than the former general reference to the relevant “undertaking”.

Cabinet Resolution No 59 of 2026 now sets out the principal information and supporting documents to be included in an economic concentration filing, including the following:

• the application form prepared by the Ministry for this purpose;
• copies of the constitutional documents, commercial licences and the contract or agreement relating to the economic concentration;
• audited financial statements for the last three financial years for each party and their branches;
• names of founders, partners or shareholders of each party and their ownership percentages, together with the parties’ headquarters and branches and their capital contributions;
• evidence of payment of the filing fee; and
• an economic report covering the relevant market study for the last three financial years, competitors and their UAE sales and market shares, customers and dealing shares, affected markets, positive effects and proposed commitments, effects on prices, quality and availability for consumers, geographic scope and related transactions completed in the previous three years.

The application may be submitted in Arabic or English by an electronically signed copy from a legal representative under a duly certified special power of attorney. Data and documents may be submitted in the language in which they were prepared, with an Arabic or English translation if they were prepared in another language.

Undertakings wishing to treat application data or documents as confidential must mark them “confidential” and submit non-confidential summaries that allow the confidential content to be understood sufficiently. Additional documents and information may also be requested by the authority during the merger control review process.

The new Competition Regulations impose a formal examination stage: the authority examines the application and supporting documents within ten business days, extendable by a similar period and issues a notice confirming completion of the formal review.

If the required documents are incomplete or the information is insufficient, the authority may request additional documents within a period it specifies, not exceeding ten business days from notification. Substantive review should not proceed until the application has passed formal review.

Penalties/Consequences of Inaccurate or Misleading Information

There is no regulatory limitation or threshold on the number of requests that the authority may make during its review of the documents and information required for reviewing the notification.

The authority may request additional documents when the filing materials are incomplete or insufficient and may request necessary data, information and documents from the parties and interested parties during monitoring and evaluation.

The statutory review timeline should therefore be managed around completeness of the filing and the authority’s information requests.

There is no clarity on how common or burdensome some of these requests could be. However, in practice, it is highly likely that it is reasonable and essential to assess the notification adequately and accurately.

Cabinet Resolution No 59 of 2026 now sets out the review process. After formal review, the authority undertakes a substantive assessment of the application to evaluate the positive or negative effect of the concentration on the general balance of the relevant market and the proper functioning of its mechanisms according to free competition principles.

The authority may also hold meetings with the parties or interested parties, document those meetings in minutes, conduct field research and inspect records and electronic files where verification is required. After completing the study, the authority prepares a report on the economic concentration. The report will include:

• a statement of all facts and procedures taken in relation to the application;
• a statement identifying the relevant parties, their branches and subsidiaries;
• the main objective of the economic concentration and a study of the relevant market or markets; and
• a legal and economic analysis, an assessment of the positive or negative effects on competition and a recommended decision.

The report is submitted to the Minister or competent decision-maker within ten days of its completion.

In any event, the Competition Law timeframe should still be read together with these procedural steps. Failure to issue a resolution within the statutory period is deemed a rejection of the economic concentration operation. The timeframe starts once all necessary documents and information are provided and no further engagement is required for the authority to be able to prepare the report.

Cabinet Resolution No 59 of 2026 does not introduce a formal pre-notification consultation process equivalent to those available in some other jurisdictions.

However, the Regulations do contemplate engagement with the Ministry, the competent authority or the relevant sectoral regulatory body during the review process. This may include requests for information, meetings with the parties or interested parties, requests for technical opinions and the publication of basic information about the economic concentration for interested-party comments or objections.

Accordingly, any publication of basic information on the authority’s website and any subsequent views or objections submitted by interested parties, should be treated as part of the post-filing review process rather than as a pre-notification mechanism.

There is no regulatory limitation or threshold on the number of requests that the authority may make during its review of the documents and information required for reviewing the notification.

The authority may request additional documents when the filing materials are incomplete or insufficient and may request necessary data, information and documents from the parties and interested parties during monitoring and evaluation.

The statutory review timeline should therefore be managed around completeness of the filing and the authority’s information requests.

There is no clarity on how common or burdensome some of these requests could be. However, in practice, it is highly likely that it is reasonable and essential to assess the notification adequately and accurately.

There is no short-form, fast-track or other accelerated procedure for reviewing the notification. The process applies to any and all “economic concentration” transactions.

When determining whether the notification should be approved, the Competition Department will consider the following under the substantive test.

• Actual and potential competition in the “relevant market”.
• New “undertakings′” ease of access to the “relevant market”.
• The extent of the potential impact on prices of relevant commodities or services.
• Whether there are systemic barriers affecting the entry of new competitors.
• How likely is the emergence of a “dominant position” in the “relevant market”.
• The extent of the potential impact on innovation, creativity and technical competence.
• The extent of the contribution required to promote investment, export or support the UAE’s “undertakings′” ability to compete in the international marketplace.
• The extent of the impact on consumers’ interests.

Cabinet Resolution No 59 of 2026 has now supplemented these criteria by referring to, among other things, the type and nature of the concentration, the parties’ branches and economically related undertakings, the parties’ activities, their market shares, customers and competitors, substitutability, market prices, consumer interests, market concentration before and after the transaction, entry, expansion and exit conditions and legal restrictions on the relevant economic activities.

Under the UAE Competition Law, market share is the total share of the parties’ transactions relative to the percentage of total transactions in the “relevant market” during the last fiscal year, as determined by the UAE Council of Ministers in line with the Competition Threshold Rules. An “economic concentration” is created if the market share of the “undertaking(s)” exceeds 40% of the total transactions in a “relevant market” of goods or services that are interchangeable based on their price, characteristics and usage in the “relevant market”.

The Competition Department will therefore usually identify the “relevant market” first and then measure the market share in terms of the aggregate turnover of the relevant “undertaking(s)” and divide it by the total value of sales of the products or services pertaining to the “relevant market”.

Total transactions are not defined under the UAE Competition Legislation, but could be interpreted as meaning the combined annual turnover of the “undertaking(s)” from the total sales of the products or services pertaining to the “relevant market”.

Unfortunately, the UAE merger control case law is rare and not publicly available due to high thresholds that limit the Competition Law’s application. Reliance is therefore heavily weighted toward the interpretation of the UAE Competition Legislation as of the date of this guide.

Please see 4.1 Substantive Test.

Please see 4.1 Substantive Test.

Foreign investment is restricted or prohibited in seven strategic sectors, according to Cabinet Decision No 55 of 2021 on the Determination of the List of Strategic Impact Activities. The restricted or prohibited sectors include:

• security and defence;
• banks and insurance; and
• telecommunications.

If the regulatory authority for the relevant sector approves an application by a foreign investor who wishes to invest in a company engaged in one of these sectors, it must determine the minimum percentage of share capital that must be held by UAE shareholders and the maximum percentage that may be held by the foreign shareholder.

However, sectoral regulators and other government authorities in the UAE retain some discretion to approve or reject proposed transactions that affect competition in the UAE. For example, while the regulated sectors have been excluded from the scope of application of the Competition Law, investment in these sectors (including in relation to a foreign company operating through a branch in the UAE) will generally require a separate approval procedure to be undertaken with the relevant regulator (in particular, to update the “undertaking’s” UAE licences and registration).

Considerations in this context will not necessarily be competition-related and sectoral regulators and other government authorities retain considerable discretion to reject a transaction where they have concerns, including those related to national security or public policy.

Joint ventures are not separately dealt with under the UAE Competition Legislation. They are considered like any other transaction in terms of whether the “undertaking” is meeting the jurisdictional threshold and if there are any considerations as to whether it should be a “restrictive agreement” or if there is an abuse of a “dominant position”.

Other than evaluating the “economic concentration” aspects, the Competition Department will also consider if the joint venture should be considered a “restrictive agreement” or if it abuses a “dominant position”.

Once the Minister has made their decision, the relevant competent authorities (including the Ministry) have the power and authority to enforce it. The authorities have the ability to prohibit or otherwise interfere with a transaction.

The clearance or rejection decision is made by the Minister, so it is worth highlighting the powers of the Minister that extend, amongst other things, to the:

• commercial transactions;
• commercial agency;
• consumer protection;
• commercial companies, including publicly listed companies;
• financial and capital markets; and
• intellectual property.

The Minister can therefore significantly affect the provision of a product or a service in the UAE and can request the UAE enforcement bodies intervene to support any decision made in this regard.

On a related note, the Competition Law also states that the Ministry will co-ordinate with the competent authorities and sectoral regulatory bodies in the execution of its provisions. Employees of the Competition Department will be designated by a resolution of the UAE Minister of Justice, in agreement with the Minister and the relevant competent authority will have the capacity of judicial officers to prove violations of the UAE Competition Legislation.

When the Competition Department has concerns about a transaction, the parties may propose remedies. For example, they may propose divestitures or structural or behavioural remedies. The Competition Department then has sole discretion to accept or reject these remedies and include them in the recommendations it submits to the Minister. The Minister will then consider the remedies and make a final decision.

There is no specific legal standard that remedies must meet to be considered acceptable. It is therefore up to the parties to agree on the most suitable remedies with the Competition Department. The remedies should then be accepted by the Minister.

Remedies can be proposed at any point until the Minister makes a final decision. It can be proposed by the relevant “undertaking(s)” making the notification, the Competition Department or even the Minister, who can issue clearance of the “economic concentration” transaction subject to certain remedies being satisfied. Proposals for remedies are usually communicated in writing, but can also be initially discussed verbally for the purpose of submitting the final remedy proposal in writing.

Divestiture (ie, the commitment to sell a business unit) may take the form of a:

• horizontal division where the same shareholders own the shares of the new companies; or
• vertical division where part of the existing company is carved out and transferred to a newly established subsidiary owned by the parent company.

The Competition Department is most likely to entrust the relevant “undertaking(s)” with preparing the divestiture plan (if acceptable to the Competition Department) and with overseeing its implementation after clearance has been issued. However, there is no general preference for any type of divestiture. It is assessed on a case-by-case basis.

There is therefore no standard approach to the conditions and timing of divestitures or other remedies. It will be left to the remedy arrangement agreed with the Competition Department or stipulated in the clearance issued by the Minister, including completing a transaction before remedies are complied with.

Failing to comply with the remedies may result in the clearance being withdrawn and/or a fine being imposed. The amount of the fine imposed will be at the discretion of the Competition Department. However, it will have to be approved by the Minister and will be limited to the fine thresholds specified by the Competition Law.

Decisions permitting or prohibiting a transaction are issued formally and notified to all concerned parties. Failure to issue a resolution within the statutory period is deemed a rejection of the economic concentration operation.

Decisions are not publicly available and therefore cannot be revisited by the public for verification. There is a privity between the parties who are made aware of the decisions. This could be limited to the “undertaking(s)” or include third parties such as concerned UAE authorities and regulatory bodies or parties directly or indirectly affected by the decision.

The authors are not aware of the Competition Department requiring remedies or prohibiting foreign-to-foreign transactions, as this information is not publicly available.

According to the Competition Regulations, the Minister issues a reasoned decision as follows:

• clearance decision to approve the transaction if it does not negatively affect competition or if it has positive economic impacts on competition that outweigh the negative impacts;
• clearance decision to approve the transaction, provided that the relevant “undertakings” comply with the conditions and obligations specified by the Minister; or
• decision to reject the transaction.

The decision should cover the transaction as a whole, including any related arrangements (ancillary restraints) that were part of the notification made to the Competition Department. No separate notifications will be required in addition to the decision.

The Minister may revoke the clearance if it appears that the:

• circumstances under which the approval has been granted no longer exist;
• relevant “undertaking(s)” has/have breached any conditions or obligations on which the approval has been granted; or
• approval has been granted on the basis of misleading or incorrect information. In that case, the competent authority will take the appropriate legal actions to sue and prosecute the relevant “undertaking(s)” in breach.

The Competition Department maintains a special record of decisions issued by the Minister regarding notifications for approval of “economic concentration” transactions. This record is not publicly available.

These procedures are now supplemented by Cabinet Resolution No 59 of 2026, particularly the provisions on applications, formal examination, reports, monitoring and confidentiality.

See 3.9 Pre-Notification Discussions With Authorities.

The Competition Department may contact third parties in any way it considers appropriate. This can include phone calls, emails, written letters (which can be sent by mail or electronically) or interviews with third parties (interviews are most likely to take place at the offices of the Competition Department).

Where basic information about an economic concentration is published on the relevant authority’s website, interested parties may submit views, supporting data or documents within 15 business days from the date of publication or invitation, as applicable. Any formal objection must be supported by relevant evidence and documents. The authority examines the objection from a formal perspective within five business days and, if the objection is accepted for review, may require the parties to the economic concentration to respond within ten business days.

The Competition Law requires the Ministry’s employees to take steps to keep sensitive information (which could cause serious damage if disclosed) confidential. In this regard, the Ministry’s employees are not permitted to disclose any information reviewed as part of the notification application unless the disclosure is to the concerned parties or at the request of the relevant authorities.

Violating the confidentiality duties could, under the Competition Law, lead to a fine of between AED50,000 and AED200,000 being imposed.

Confidential documents submitted as part of the notification application should be marked “confidential” and non-confidential summaries should be provided to allow sufficient understanding of the confidential content. The same approach applies to confidential materials submitted in complaints or related proceedings.

There is no obligation for or prohibition of, the Ministry to co-operate with other regulators in other jurisdictions.

Any concerned party can request the Minister review a competition decision adopted by them within 14 days of the date the applicant became aware of the decision. The request should be in writing, explain the grounds on which it is being made and attach all necessary supporting documents.

The Competition Committee will, in return, review the request and submit its recommendations to the Minister within ten days of the date on which the application was referred.

The Minister should adopt a final decision within 30 days of the request being filed. If a decision is not adopted within this timeframe, the request will be considered to be rejected.

Decisions issued by the Minister can be appealed before the competent court within 60 days of the concerned parties being notified of the Minister’s decision.

However, the Minister may enter into a settlement with “undertakings” that have breached the Competition Law, except for breaches involving unauthorised disclosure of confidential information protected under the Competition Law.

Under Cabinet Resolution No 59 of 2026, settlement with breaching “undertakings” is subject to the following.

The settlement must be in writing, signed by the breaching parties and include an express acknowledgement by the breaching undertakings of the offences committed in breach of the Competition Law.

• The settlement must require payment of the amount determined by the authority within 30 business days and a commitment by the breaching undertaking to correct its anti-competitive practice.
• The settlement is binding on all undertakings that sign it, is not subject to any form of appeal and enters into force only after the breaching parties submit proof of payment.

The undertaking in breach must also provide documents demonstrating the correction of its anti-competitive practice within the period specified by the relevant authority.

See 8.1 Access to Appeal and Judicial Review for the timeframes.

Appeals are not public records and so far as the firm is aware, there have been no successful appeals.

See 8.1 Access to Appeal and Judicial Review.

The public records of the courts, as of the date of this guide, do not show any appeals of clearance decisions.

There is no applicable information in this jurisdiction regarding legislation and filing requirements.