UAE Competition Law comes of age
Addleshaw Goddard examines what recent developments to the UAE’s competition law regime mean for dealmakers and how the new regulations reshape merger control and transaction planning.
Cabinet Decision No. 59 of 2026 Regarding the Executive Regulations of Federal Decree by Law No. 36 of 2023 Regarding the Regulation of Competition (the Implementing Regulations) introduces comprehensive new regulations to UAE competition law, fundamentally changing the landscape for M&A and commercial transactions with a UAE nexus. Dealmakers, in-house counsel, and advisors must be aware that merger control is now both mandatory and suspensory, with new documentary, disclosure and third-party participation requirements. Early, thorough competition analysis and careful transaction planning are essential to avoid delays, penalties, or deal failure. Parties should review their transaction timetables, documentation, and approach to risk allocation in light of these changes.
On April 20, 2026, the UAE Cabinet issued the Implementing Regulations regarding Federal Decree-Law No. 36 of 2023 on the Regulation of Competition (Competition Law). The Implementing Regulations provide the procedural architecture that was absent from the regime, covering filing requirements, review mechanics, exemption procedures, and substantive assessment criteria. When read together with Cabinet Decision No. 3 of 2025, which established the thresholds triggering mandatory merger control filings, Cabinet Decision No. 105 of 2026, which introduced filing fees, and the Guidelines on Relevant Market Definition (Guidelines) published by the Ministry of Economy and Tourism (Ministry) in July 2026, the Implementing Regulations have now created a comprehensive framework for the UAE’s competition law regime. This new regime requires both companies and their advisors to remain actively engaged with the evolving competition law landscape to ensure ongoing compliance. Such regulatory advancements are indicative of the UAE’s broader commitment to fostering a transparent and globally competitive business environment.
BEFORE YOU FILE, YOU NEED TO KNOW IF YOU MUST
The first question that any dealmaker asks is whether a filing is required at all.
In the UAE, both mandatory filing thresholds, the AED300 million combined turnover test and the 40 per cent market share test, turn on the “Relevant Market” in the UAE. Unlike the turnover-based tests used in other jurisdictions, where financial metrics alone can tell you whether a filing is required, UAE parties must undertake a market definition exercise to establish jurisdiction. Whilst this approach is not without precedent, it introduces additional complexity. Although the Competition Law provides a high-level definition of “Relevant Market”, the Implementing Regulations do not set out how the analysis should be conducted in practice. That gap has now been partly filled by the Guidelines, which for the first time set out the methodology the Ministry expects parties to apply. Demand-side substitutability is the primary factor, and the Guidelines endorse established tools such as the SSNIP test and price elasticity analysis. The Guidelines are welcome, but they do not provide a safe harbour: market definition remains a case-specific exercise, and in practice the Ministry tends to request UAE market share data even where the relevant geographic market is regional or global. Parties should therefore continue to take a cautious approach, which may involve applying narrow market segmentations.
Similarly, neither the Competition Law nor the Implementing Regulations define “control” and there is no concept of a “full-function” joint venture (being a joint venture which operates as an autonomous, standalone business) such as that used in EU merger control. Whether a minority investment or a particular joint venture structure amounts to a notifiable Economic Concentration therefore requires a judgement call.
The Competition Law also applies to conduct outside the UAE where competition within the UAE market may be affected. Transactions with no UAE-incorporated entity may nonetheless require UAE competition analysis if revenues, customers, digital operations, or market effects intersect with the UAE. The regime is signalling that it intends to participate in cross-border enforcement and that participation has now been given real procedural teeth via the Implementing Regulations.
WHAT FILING NOW ACTUALLY INVOLVES
Once the obligation to file is established, the Implementing Regulations set out, in considerable detail, what that filing must contain. Applicants must submit a comprehensive economic report covering the relevant market for the previous three years: competitor and customer analysis, affected markets, proposed remedies to mitigate any potential adverse effects on competition, and the anticipated impact on price, quality, and consumer choice. This is a substantive undertaking, not an administrative one, and it should be prepared alongside, not after, transaction due diligence. On formalities, the position is more manageable for international parties: filings may be made in Arabic or English, and only the power of attorney needs to be notarised and legalised.
Dealmakers should be aware that there is an obligation to disclose any related transactions that have been completed within the three years preceding the transaction in question. This is a significant point for acquirers pursuing serial acquisition strategies: where a view was taken not to file on an earlier transaction, that decision may be revisited by the Ministry in the context of a subsequent filing.
The review process itself is now clearly structured: a preliminary formal assessment within 10 working days (extendable by an equivalent period), a request-for-information mechanism with a 10-working-day response window, and a substantive assessment against indicative factors including market structure, concentration levels, barriers to entry, and substitutability. Once the application is confirmed as complete, the Ministry issues an invoice for the filing fee introduced by Cabinet Decision No. 105 of 2026, which is 0.02 per cent of the aggregate annual sales of the participating undertakings, capped at AED150,000. The parties must calculate the fee themselves, and the 90-day statutory review period (extendable by 45 days) runs only once it has been paid.
One practical difference from other competition regimes is worth emphasising: the Implementing Regulations do not provide for a simplified or short-form procedure. Every transaction meeting the thresholds must go through the full documentary exercise and substantive review, regardless of how limited the competitive overlap or UAE nexus actually is. That said, we will wait to see if, as the regime matures, informal case management practices may develop in practice, as has been the experience in comparable jurisdictions.
SILENCE IS NOT CLEARANCE
UAE merger control is both mandatory and suspensory: parties must file where either of the thresholds are met and cannot complete the transaction during the review period. Notably, the UAE regime goes a step further than other regimes in that silence constitutes a deemed rejection of the transaction. This feature places real pressure on dealmakers to maintain regular communication with the Ministry throughout the review period and incentivises thorough and proactive engagement with the authority. Given these dynamics, the importance of submitting a comprehensive, well-prepared filing at the outset is arguably greater in the UAE than in most comparable jurisdictions. Investing in robust preparation reduces the risk of inadvertent rejection and facilitates a smoother review process, underscoring the need for careful planning and ongoing interaction with the Ministry.
There is no voluntary filing route, and the Implementing Regulations confirm that the Ministry can investigate transactions both before and after implementation. Completing without clearance does not sidestep the regime; it merely shifts the regulatory risk to the post-completion phase, where parties remain exposed to enforcement action.
The consequences of non-compliance are significant. The Competition Law provides for substantial financial penalties for failure to notify , ranging from 2 to 10 per cent of the violating undertaking’s annual UAE sales of the goods or services in the last fiscal year, or, where this cannot be determined, ranging from AED500,000 to AED5,000,000. Judicial sanctions may also apply. Notably, the Implementing Regulations do not expressly address the unwinding of completed transactions, leaving some residual uncertainty as to post-completion remedies.
Two practical implications follow. First, jurisdictional analysis must be thorough and undertaken at an early stage. Second, conditions precedent and long-stop dates must be drafted to accommodate UAE merger clearance, rather than to work around it, a point that is accentuated considerably by the deemed rejection rule (as noted above).
THIRD PARTIES GET A SEAT AT THE TABLE
The formalisation of third-party participation in merger reviews under the Implementing Regulations marks a significant development in the UAE regime. Once basic information about a transaction is published on the Ministry’s website, “Interested Parties”, including competitors, customers, suppliers, and other affected stakeholders, have 15 working days to submit views or lodge formal objections. This is a meaningful departure from the historically limited public visibility of UAE merger reviews. A fee of AED1,500 applies to the submission of an objection.
For sensitive transactions, early identification of likely objectors and careful handling of confidentiality markings on documentation submitted as part of the application are no longer optional; these steps should be integrated into deal planning from the very outset.
DOMINANCE AND PREDATORY PRICING: A BROADER REACH
A key development introduced by the Implementing Regulations is the clarification of “Dominant Position” and “Predatory Pricing”. Dominance may now be established using a broad set of economic indicators including technological leadership, business model advantages, financial strength, activity in adjacent markets, barriers to entry, and exclusive or long-term customer relationships. Critically, a finding of dominance may be possible even where a party’s market share falls below the 40 per cent threshold. This signals an alignment with the other major regimes’ approach to dominance, moving away from reliance on fixed market share thresholds.
The Implementing Regulations also clarify the criteria for the predatory pricing prohibition under Article 8 of the Competition Law, introducing a cost-based test (using average variable or marginal cost and total cost), with recognised objective justifications including introductory offers, stock clearance, lawful price-matching, and genuine efficiencies. It is important to note that this prohibition operates as a standalone behavioural rule and is not confined to merger control or to the assessment of merging parties’ conduct. Critically, the Implementing Regulations give operational detail to Article 8 without introducing dominance as a precondition. As a result, the prohibition appears capable of applying to ultra-low pricing by any undertaking, independently of a finding of dominance. This represents a broader scope than some other regimes, and is a factor that businesses should consider when developing their commercial strategies.
TRANSACTION PLANNING IN THE AGE OF UAE COMPETITION LAW
The Implementing Regulations bring to fruition a framework that has been developed over several years. It also marks the point at which the UAE competition regime stands alongside more established international systems.
For global dealmakers, the UAE has now become a key jurisdiction in multi-jurisdictional merger control analysis, with significantly more impact, risk and sophistication of review. For UAE-specific deals, competition analysis is no longer a checkbox but a substantive issue requiring careful attention.
Text by:
- Rachael Norris, counsel, Corporate, UAE, Addleshaw Goddard
- Mark Crane, partner, Competition, Manchester, Addleshaw Goddard
- Victoire Binchet, senior knowledge lawyer, Competition, London, Addleshaw Goddard
