UAE merger control : navigating the new competition law

The United Arab Emirates updated its competition framework with Federal DecreeLaw No. 36 of 2023 (Competition Law), further detailed by 2024 Cabinet instruments. Building on the source article “UAE’s New Competition Law: Strategic Insights for Merger Control” (STA Law Firm, July 2025), this guide summarises the scope, thresholds, timelines and best practices to secure M&A, JV and asset deals under the new regime.

Scope and oversight

The law, replacing the 2012 statute, aligns the UAE with global standards. The Ministry of Economy and the Competition Regulation Committee (CRC) review concentrations that affect the UAE market, including certain foreign to foreign deals with a UAE nexus (local turnover, substantial UAE customer base, etc.). Covered transactions include mergers, acquisitions, full function JVs and asset purchases leading to a change of control (including de facto control via material veto rights).

Hybrid thresholds

The regime deploys a hybrid trigger combining turnover and marketshare tests. In practice :

• Mandatory prenotification where the parties’ combined UAE turnover exceeds the applicable threshold; or
• Where the concentration yields a material market share in the relevant market beyond the regulatory trigger.

The hybrid design broadens the net, particularly in concentrated markets where relatively modest deals can create dominance risks.

Two phase review and timing

Reviews follow a two phase structure :

• Phase I — short review and clearance where overlaps are limited or readily addressed.
• Phase II — indepth investigation where dominance or substantial lessening of competition is plausible. Remedies may be required (divestitures, access/nondiscrimination commitments, etc.).

The Ministry decides within statutory deadlines, extendable for complex cases. Gunjumping (premature implementation or unsafe guarded exchanges of competitively sensitive information) attracts significant penalties and may jeopardise the deal.

Relevant market and competitive analysis

Authorities define the relevant market (product/service and geography) and assess structure (HHI), entry barriers, buyer power, and implications for innovation and consumer welfare. Parties may submit efficiency arguments (verifiable and merger specific) to offset concerns.

Sectoral overlays and approvals

Additional approvals may be required in regulated sectors (banking/insurance, telecoms, healthcare, personal data/PDPL). Deals should align antitrust filings with sector specific clearances. DIFC/ADGM vehicles do not preclude review where a UAE market nexus exists.

Execution playbook

• At term sheet: assess notifiability (hybrid thresholds; market shares) and map overlaps, especially in dynamic markets (fintech, cloud, data).
• Prenotification: seek informal dialogue with the Ministry to align on scope, information needs and market definition.
• Integration safeguards: implement clean teams, holdseparate arrangements and tight interim covenants.
• Economics: support filings with robust quantitative work (HHI, buyer power, entry analysis).
• Economics: support filings with robust quantitative work (HHI, buyer power, entry analysis).

Risk management and appeals

Failure to notify or to observe suspensory obligations can result in fines and nullity risk. CRC decisions may be challenged (administrative reconsideration, then court appeal). International cooperation is rising—anticipate multi jurisdiction remedy alignment.

Practical roadmap

1. Assess UAE nexus, turnover and marketshare triggers.
2. Qualify control (de jure/de facto) and JV status (full function?).
3. Build the case: relevant market, economics, efficiencies.
4. Plan timelines (Phase I/II) and sectoral clearances.
5. Deploy robust pre clearance protocols (clean teams; access control).

Merger control in the UAE is now a core workstream. Early analysis of hybrid thresholds, relevant markets and integration safeguards will improve predictability and deal certainty across domestic and crossborder transactions.

Our lawyers, who are experts in business law, are available to answer all your questions and provide advice. We offer face-to-face meetings or videoconferencing. You can make an appointment directly online at https://www.agn-avocats.fr/.

AGN AVOCATS – Business Law
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