The UAE’s evolving regulatory landscape has recently witnessed a significant development with the introduction of new UAE competition law M&A provisions that bear considerable implications for mergers and acquisitions transactions. Understanding these requirements is essential for any business engaging in M&A activity within the Emirates.

The recently enacted Federal Decree-Law No. (36) of 2023 Regarding Regulating Competition aims to prevent monopolistic practices and maintain a competitive, well governed market (Article 2). To foster fair market practices, the law seeks to scrutinize combinations that may potentially restrict competition or create dominant market positions. These provisions introduce a formal merger control regime requiring parties involved in qualifying transactions to undertake antitrust risk assessments and, where applicable, notify and obtain prior clearance from the Ministry of Economy.

Applicability of the Law

This law applies to all entities engaged in economic activities within the UAE, including those exploiting intellectual property rights either domestically or internationally. It also covers activities conducted outside the State that impact competition within its market (Article 3), making UAE competition law M&A provisions relevant even for cross-border transactions.

However, this law does not apply to:

• Any agreement, practice, or conduct concerning goods or services already regulated by a Sectoral Regulatory Agency responsible for competition rules in that sector, unless the Agency formally requests the Ministry to assume such authority and the Ministry agrees;
• Undertakings owned by the Federal Government, as identified by a Cabinet resolution following proper coordination; and
• Undertakings owned by an emirate government that operate within that emirate, as determined by a local government resolution.

Restrictions Under UAE Competition Law M&A Framework

The new regime involves a more substantive review criteria, with regards to any proposed transaction, in order to achieve the fair market practice goals set out in the law. Therefore, certain types of agreements are restricted. As such, dealmakers must ensure that any potential M&A deals do not fall under these restrictions.

Anti-Competitive Agreements Prohibited:

Agreements between businesses that aim to restrict or harm competition are prohibited. This includes practices like:

• Fixing prices above or below market rates,
• Setting sale or purchase conditions unfairly,
• Bid rigging in tenders and auctions,
• Limiting production and distribution.

Companies are also barred from colluding to refuse doing business with certain competitors or blocking goods and services from entering specific markets, including manipulating supply to distort prices. Agreements that divide markets or customers by region, type, timing, or efforts to stop new competitors from entering the market or joining existing partnerships, are likewise forbidden (Article 5).

Abuse of Dominant Position:

Any business or group of businesses holding a dominant or influential position in a market is prohibited from abusing that power to harm competition. A dominant position is generally considered to be when the company has the power to affect the market in a way that causes harm, or where a company or group controls a market share of more than 40%, giving it significant influence over that market (Article 2, Cabinet Decision No. (3) of 2025 On the Ratios Related to the Implementation of Federal Decree-Law No. (36) of 2023 Regulating Competition).

Abusive behaviors may include (Article 6):

• Imposing resale prices or conditions directly or indirectly;
• Selling products or services below cost to block competitors or force them out of the market;
• Unfairly discriminating between customers regarding prices, quality, or contract terms;
• Forcing customers not to do business with competitors;
• Unjustifiably refusing normal commercial transactions;
• Restricting sales or purchases in a way that leads to artificial pricing;
• Conditioning sales contracts on unrelated additional obligations;
• Spreading false information about products or prices;
• Manipulating supply to create fake scarcity or oversupply;
• Controlling or limiting production, markets, or innovation;
• Blocking competitors’ access to essential private infrastructure crucial for market entry without valid justification.

Exploitation of Economic Dependence:

Also prohibited is the exploitation of any customer’s economic dependence when they have no alternative sources for marketing or supply, particularly acts that include (Article 7):

• Imposing prices or resale conditions directly or indirectly;
• Unjustly discriminating between customers with similar contracts regarding prices, quality, or terms;
• Forcing a customer not to deal with competitors;
• Unreasonably refusing to conduct transactions under normal commercial terms;
• Limiting or refusing sales or purchases in a way that results in artificial or unfair pricing;
• Making contracts conditional on accepting unrelated obligations;
• Controlling or restricting production, market access, or technological development.

Restriction Exemptions

Certain agreements or practices may be exempted from these restrictions if they are proven necessary to support economic development, enhance business performance and competitiveness, improve production or distribution systems, or provide benefits to consumers. However, these agreements must not impose restrictions that exceed what is necessary to achieve these goals, nor should they completely eliminate competition in the relevant market or a substantial part of it.

Businesses must notify the Ministry using a designated form and submit all required documents set out in the Executive Regulations when seeking such exemptions. The exemption is granted through a reasoned decision by the Minister or their authorized representative, based on recommendations from the relevant committee.

Any amendments to previously exempted agreements must be reported to the Ministry within thirty (30) days of drafting. Further procedural details about notification and documentation requirements are defined in the Executive Regulations (Article 9).

Exemption requests are decided within 90 days of receiving a complete application, with a possible 45-day extension. If no decision is made within this time, the request is considered rejected (subject to any requests for additional information or de facto extensions). The Minister can set how long the exemption lasts and can review it periodically. They can approve, deny, or stipulate conditional approvals that the businesses must follow. The exemption can be revoked if the reasons for granting it no longer exist, the businesses fail to meet the conditions, or if the approval was based on false information (Article 10).

Certain contract categories and related economic activities that help promote economic growth, improve business performance and competitiveness, enhance production or distribution, or offer consumer benefits may be exempted from the competition restrictions and can be granted by the Minister or an authorized representative, in coordination with the Relevant Authority, provided that they do not completely remove competition in the market or a major part of it (Article 11).

Economic Concentration Transactions: Critical UAE Competition Law M&A Thresholds

Economic Concentration refers to any action, such as a merger or acquisition, that results in the full or partial transfer of ownership, usage rights, shares, or obligations of one company to another. This transfer gives the acquiring company or group direct or indirect control over the other company or companies involved (Article 1). A key change brought by the new regime involves economic concentration transactions now requiring a formal notification to the Ministry of Economy before completion if the transaction meets specified thresholds.

Mandatory Notification Requirements:

Businesses planning to complete economic concentration transactions that may impact competition, particularly by creating or strengthening a dominant position, must notify the Ministry of Economy using a specific form at least ninety (90) days before completion (Article 12). This UAE competition law M&A notification requirement applies if either (Article 3, Cabinet Decision No. (3) of 2025 On the Ratios Related to the Implementation of Federal Decree-Law No. (36) of 2023 Regulating Competition):

• The combined annual sales of the involved parties in the relevant market within the UAE exceed AED 300 million during the last fiscal year; or
• The combined market share of the involved parties surpasses 40% of total transactions in that market within the UAE during the last fiscal year.

Review Timeline and Process:

The Ministry will review economic concentration transactions and will issue a decision within 90 days after receiving a complete application, with a possible extension of 45 days. Until a decision is made, the businesses involved cannot proceed with the transaction and if no decision is made in time, the transaction is considered rejected (Article 13).

The businesses may voluntarily offer remedies within 30 days of a complete application to address potential harmful effects on competition. The Ministry can invite stakeholders to provide feedback on the transaction by publishing its details on the Ministry’s website, with timelines and procedures set by the Executive Regulations (Article 13).

Stakeholders can submit relevant information or documents related to the transaction within specified deadlines and also have the right to appeal decisions about the transaction under rules outlined in the Executive Regulations. The Ministry may request additional information or documents during its review, which businesses should promptly provide (Article 13).

Possible Outcomes:

Decisions on economic concentration applications may be issued by (Article 15):

• Approving the concentration if it does not harm competition or if its economic benefits outweigh any negative impact.
• Approving the concentration conditionally, requiring the parties to fulfill specific obligations.
• Rejecting the concentration.
• Declaring that the rules in Article 12 do not apply to the concentration.

The Minister may also revoke approval if any conditions for cancellation apply.

Competition Regulatory Committee

The formation of the Competition Regulatory Committee (Article 16) aims to further support the scrutinization of potentially problematic transactions. The Committee advises the Minister on competition policies, reviews competition law implementation, suggests new legislation, recommends exemptions, prepares annual reports, and handles other competition-related tasks assigned by the Minister or authorities (Article 17).

The Ministry is responsible for implementing competition policies, coordinating with authorities to address anti-competitive behavior, maintaining a registry of complaints, investigating violations, and conducting market studies. It also handles appeals on ministerial decisions and any other competition-related tasks assigned by the Cabinet (Article 18).

Pre-Deal Antitrust Risk Assessments: A Strategic Imperative for UAE Competition Law M&A (Mergers & Acquisitions Laws and Regulations 2025 – UAE)

Given the above described developments, parties engaging in UAE competition law M&A transactions should integrate antitrust risk assessments early in the deal lifecycle to:

Identify Whether Notification is Required: Analyze turnover and asset thresholds against UAE criteria to determine filing obligations. Calculate combined annual sales and market share percentages carefully to ensure compliance with the AED 300 million and 40% thresholds.

Assess Competitive Impact: Conduct comprehensive market analysis to anticipate how regulators may view the transaction’s competitive effects. Consider factors such as market concentration, barriers to entry, potential for coordination, and impact on innovation.

Plan for Remedies or Deal Structuring: Where risks are identified, proactively design deal structures or remedies to mitigate antitrust concerns, reducing the likelihood of delays or prohibitions. Potential remedies may include divestiture of certain assets, behavioral commitments, or modifications to transaction structure.

Coordinate Timing and Confidentiality: Carefully coordinate the timing of notifications with deal signing and closing, while managing sensitive information disclosures during regulatory review. The 90-day minimum review period (potentially extended to 135 days) must be factored into transaction timelines.

Navigating Submissions to the Ministry of Economy

Effective management of the notification and review process with the Ministry of Economy is essential in order to ensure application approvals. Key procedural insights include:

Comprehensive Application Preparation: Notifications require detailed information on the parties, the transaction, affected markets, and competitive landscape. Accurate, complete submissions shorten review times and highlight credibility. Documentation should include:

• Detailed description of the transaction structure
• Financial information demonstrating threshold applicability
• Market analysis and competitive impact assessment
• Identification of affected markets and competitors
• Any proposed remedies or commitments

Engagement with Regulators: Early dialogue and responsiveness to Ministry queries can facilitate smoother reviews and address concerns proactively. Consider pre-notification discussions to identify potential issues before formal submission.

Monitoring Timelines and Compliance: Parties must vigilantly track statutory timelines for review and clearances, preparing for potential remedies or appeals depending on regulatory outcomes. Remember that transactions cannot close until Ministry approval is obtained.

Integration with Other Regulatory Approvals: Coordination with sector-specific or foreign regulatory approvals is necessary to avoid procedural conflicts and delays. Many transactions may require approvals from multiple UAE authorities as well as foreign competition regulators.

Cross-Border Considerations in UAE Competition Law M&A (Cross-border Mergers and Acquisitions: Compliance Challenges in the Middle East)

In today’s globalized economy, many mergers and acquisitions involve parties, assets, or operations across multiple jurisdictions. With the introduction of the UAE’s new competition laws, cross-border transactions warrant particular attention due to potential overlapping regulatory regimes, coordination challenges, and compliance risks.

This law applies not only to activities within the UAE but also extends to conduct outside UAE territory that may have an appreciable effect on competition within the domestic market. This extraterritorial reach means that multinational companies and foreign investors must take care to assess the impact of their deals not only under their home country laws but also within the UAE’s jurisdiction, especially where the transaction involves UAE-based entities or markets.

Key Cross-Border Challenges:

• Multi-Jurisdictional Filing Coordination: Transactions may trigger filing requirements in multiple countries, requiring careful coordination of timing, information disclosure, and remedies across jurisdictions.
• Conflicting Regulatory Positions: Different competition authorities may take different views on the same transaction, potentially resulting in conflicting conditions or remedies.
• Confidentiality Management: Managing confidential business information across multiple regulatory reviews while maintaining commercial sensitivity.
• Strategic Timing: Coordinating closing conditions across multiple jurisdictions with different review timelines and procedural requirements.

Practical Compliance Checklist for UAE Competition Law M&A Transactions

To ensure full compliance with UAE competition law M&A requirements, parties should:

Pre-Transaction Phase:

• Conduct threshold analysis to determine if notification is required
• Assess combined annual sales in UAE (AED 300 million threshold)
• Calculate combined market share in relevant markets (40% threshold)
• Identify all potentially affected markets
• Engage competition law counsel early in deal planning

Due Diligence Phase:

• Review target’s market position and competitive landscape
• Identify potential competition law risks and violations
• Assess likelihood of creating or strengthening dominant position
• Analyze potential anti-competitive effects
• Consider potential remedies or deal structure modifications

Notification Preparation:

• Prepare comprehensive notification filing at least 90 days before intended closing
• Compile all required documentation per Executive Regulations
• Prepare detailed market analysis and competitive impact assessment
• Consider pre-notification consultation with Ministry of Economy
• Develop proposed remedies if applicable

Review Period:

• Respond promptly to Ministry information requests
• Engage constructively with Ministry officials
• Monitor 90-day review timeline (plus potential 45-day extension)
• Prepare for potential stakeholder feedback period
• Be prepared to offer additional commitments if needed

Post-Approval:

• Ensure compliance with any conditional approval requirements
• Implement any required remedies or commitments
• Maintain records of compliance activities
• Monitor for any grounds for revocation of approval

Conclusion

The introduction of comprehensive UAE competition law M&A provisions marks the UAE’s efforts to make the industry an investor-friendly space through managing risk and security controls within the M&A market. Navigating these new obligations demands early, strategic antitrust risk assessments and skilled management of notifications and interactions with the Ministry of Economy.

Understanding the AED 300 million and 40% market share thresholds, the 90-day minimum notification period, and the substantive review criteria is essential for any party contemplating M&A transactions in the UAE. The extraterritorial application of the law means that even transactions structured outside the UAE may require Ministry approval if they have an appreciable effect on competition within the UAE market.

For tailored advice and strategic support on navigating UAE competition law M&A compliance requirements, managing Ministry of Economy submissions, and ensuring your transactions meet all regulatory obligations efficiently, consulting with an experienced law firm in UAE like Economic Law Partners ensures you secure timely regulatory clearances, minimize transactional risks, and optimize deal value within the UAE’s increasingly sophisticated competition law framework.

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Disclaimer: This article is provided for informational purposes only and does not constitute legal advice. UAE competition law and M&A regulations continue to evolve. Readers should consult qualified legal counsel specializing in UAE competition law for advice specific to their transactions and circumstances.