Kadernani & CompanyA transaction can be commercially agreed, financed and ready to sign, yet still be unable to close because UAE merger control has not been addressed.
For acquisitions, mergers, joint ventures and other transactions capable of changing control over a business, competition clearance should therefore be treated as part of the transaction structure from the beginning rather than as a regulatory formality considered shortly before completion.
The issue has become increasingly important as the UAE's competition regime has developed.
The principal framework is now Federal Decree-Law No. 36 of 2023 on the Regulation of Competition, together with Cabinet Resolution No. 3 of 2025 establishing the current economic-concentration thresholds and Cabinet Resolution No. 59 of 2026, which introduced detailed Executive Regulations effective from 30 July 2026.
For boards, investors and transaction teams, the central questions are practical:
Does the transaction constitute an economic concentration?
Does it satisfy one of the UAE notification thresholds?
How early must clearance be sought?
What can the parties do while approval is pending?
And how should the transaction documents allocate the resulting timing and regulatory risk?
Those questions should be answered before an aggressive signing or completion timetable becomes commercially fixed.
UAE Merger Control Is a Transaction Workstream
Merger control exists to prevent transactions that may materially weaken or distort competition.
The analysis is not limited to traditional mergers between two companies.
A relevant economic concentration may arise through an acquisition or other transaction that results in one undertaking obtaining direct or indirect control over another business.
Control is therefore more important than the label attached to the transaction.
An acquisition of 100% of a company is an obvious example.
Other transactions require closer analysis.
A minority investment can become significant where the investor receives governance rights that allow it to exercise decisive influence over important strategic matters.
A joint venture may also require analysis where the arrangements create control within the meaning of the competition framework.
A transfer of assets or business rights may similarly matter where the commercial effect is to place control of a business or substantial economic activity with another undertaking.
The transaction should therefore be analysed on its substance.
A document described as an “investment agreement” does not fall outside merger control merely because it is not called an acquisition agreement.
The UAE Competition Law Can Apply to Overseas Transactions
The UAE regime is not limited to transactions between UAE-incorporated companies.
The Competition Law expressly applies to economic activity conducted outside the UAE where that activity affects competition within the State.
This is important for international M&A.
Two foreign groups may execute an acquisition entirely outside the UAE and still require a UAE competition analysis if their businesses generate material UAE sales, compete for UAE customers or otherwise affect a relevant market within the country.
The incorporation jurisdiction of the buyer and seller is therefore not decisive.
The more important questions concern:
the businesses conducted in the UAE, the relevant products or services, the customers served, the competitive overlap and the parties' presence in the relevant UAE market.
Cross-border transaction checklists should therefore include UAE competition analysis whenever the parties have meaningful business in the Emirates.
The Current UAE Merger-Control Thresholds
Cabinet Resolution No. 3 of 2025 introduced two alternative thresholds for mandatory notification of an economic concentration.
A filing may be required where either of the following tests is satisfied.
The first is the sales test.
Notification may be required where the combined annual sales value of the relevant undertakings in the relevant market within the UAE exceeded AED 300 million during the preceding financial year.
The second is the market-share test.
Notification may also be required where the combined share of the undertakings exceeded 40% of total transactions in the relevant UAE market during the preceding financial year.
These are alternative tests.
A transaction should therefore not be treated as non-notifiable merely because UAE sales fall below AED 300 million.
A sufficiently high market share may independently trigger the filing requirement.
Equally, a substantial UAE sales figure may require analysis even where the transaction team initially believes the parties' market shares are modest.
The Relevant Market Matters
Neither threshold can be assessed intelligently without identifying the relevant market.
This is often the most demanding part of the analysis.
A company's internal business description is not necessarily the relevant competition market.
A group may describe itself broadly as a logistics company while competition analysis distinguishes between freight forwarding, last-mile delivery, port services, warehousing and other activities.
A technology group may operate several products that serve different customer requirements.
A healthcare company may participate in several service markets rather than one general healthcare market.
Relevant-market analysis typically considers both:
the relevant product or service market; and
the relevant geographic market.
The assessment may involve customer substitution, pricing, product characteristics, distribution channels, regulatory barriers and the geographic area within which customers realistically obtain competing products or services.
The market should therefore be defined using commercial evidence rather than selected simply because it produces a preferred filing outcome.
The AED 300 Million Test Is a UAE Relevant-Market Test
The sales threshold should not be confused with worldwide group turnover.
The current Cabinet Resolution refers to the annual sales value of the relevant undertakings in the relevant market within the UAE.
Transaction teams should therefore determine how relevant UAE sales are recorded.
That can become complicated for international groups.
Products may be sold to a regional distributor outside the UAE and subsequently supplied into the local market.
Sales may be booked through an overseas headquarters even though the end customer is in Dubai or Abu Dhabi.
Several group companies may participate in the same commercial chain.
The calculation should therefore be based on a reasoned understanding of the relevant UAE activity rather than simply extracting the revenue of one locally incorporated subsidiary from consolidated accounts.
The 40% Market-Share Threshold Requires Reliable Market Data
The second threshold creates a different challenge.
Market share is frequently more difficult to establish than revenue.
Companies may have reliable information concerning their own UAE sales but limited information concerning the total size of the relevant market.
Depending on the sector, useful evidence may include:
industry reports, regulator statistics, customer data, tender information, trade data and credible third-party market studies.
The methodology should be defensible.
Where market share appears close to the threshold, assumptions should be tested carefully rather than using an informal management estimate.
The economic-concentration analysis should be capable of being explained if the Ministry asks how the parties reached their conclusion.
Control Is Broader Than Majority Ownership
A transaction can require merger-control analysis even where the purchaser acquires less than 50% of the target.
The relevant question is whether the purchaser obtains control or decisive influence over the undertaking.
Minority investments should therefore be reviewed against the governance rights attached to the investment.
The analysis may consider rights concerning matters such as:
budgets;
business plans;
appointment of senior management;
major capital expenditure;
strategic investment;
entry into new markets; and
other decisions central to the commercial direction of the business.
Not every veto right creates control.
Minority investors routinely receive protections designed to prevent fundamental changes to their investment.
The distinction lies between ordinary protection of a minority investment and rights that provide genuine influence over the strategic conduct of the company.
That distinction should be analysed before shareholder documentation is finalised.
Joint Ventures Require Their Own Competition Analysis
Joint ventures should not automatically be treated as outside the merger-control regime.
The 2026 Executive Regulations expressly contemplate economic-concentration applications involving joint ventures.
The legal and economic structure therefore matters.
The parties should examine:
who controls the joint venture;
which assets and activities are being contributed;
how strategic decisions will be made;
whether the parents continue competing with the venture; and
how the arrangement affects the relevant UAE market.
Joint-venture documents should also be reviewed for competition issues extending beyond merger control.
Agreements concerning territories, customers, pricing, procurement or exchange of competitively sensitive information may raise separate concerns under the rules regulating restrictive agreements.
Approval of an economic concentration should therefore not be assumed to authorise unrelated anti-competitive conduct between the parties.
Foreign-to-Foreign Transactions Can Still Require UAE Clearance
One of the most important practical points for international groups is that UAE incorporation is not required for the Competition Law to become relevant.
If an overseas acquisition affects competition in a UAE market, the transaction can fall within the federal framework.
This may occur where:
both groups sell materially into the UAE;
the target operates through distributors in the UAE;
the parties compete for UAE customers;
the transaction affects a significant regional platform used in the UAE; or
the combined group would acquire substantial market power within a relevant UAE market.
The UAE competition workstream should therefore be integrated into global merger-control analysis rather than left exclusively to the local target company.
The Filing Must Be Made Before Completion
Where the notification requirements apply, the relevant undertakings must submit the economic-concentration application at least 90 days before completion of the transaction.
That requirement has direct consequences for transaction timetables.
A deal should not be signed on the assumption that closing can occur several weeks later where mandatory UAE clearance has not yet been addressed.
The parties should instead determine:
whether filing is required;
when the application can realistically be prepared;
how long review may take; and
what long-stop date provides sufficient regulatory headroom.
This analysis should occur before the transaction documents are substantially agreed.
The Regulatory Review Can Be Longer Than the Initial 90 Days
The filing deadline and substantive review period should not be confused.
The Ministry currently operates a review period of 90 working days from receipt of a complete application satisfying the applicable requirements.
That period may be extended by a further 45 days.
The timetable can also be affected where the Ministry requests additional information, technical views or other material contemplated by the Competition Law.
The transaction team should therefore avoid treating 90 days as a guaranteed clearance period.
The practical timetable should include sufficient allowance for:
preparation of the application;
completion checks;
information requests;
third-party comments;
possible remedies; and
the statutory extension period.
Regulatory timing should be treated as a range rather than a single date.
Silence Does Not Mean Approval
This point deserves particular emphasis because the position differs from the historic UAE competition regime.
Under the current framework, failure to issue a decision within the applicable statutory review period is treated as rejection of the economic concentration, not automatic approval.
Parties should therefore never structure closing around the assumption that the transaction becomes approved simply because a deadline expires without a formal decision.
The completion condition should require the necessary positive clearance or other legally sufficient regulatory outcome.
The 2026 Executive Regulations Create a More Detailed Filing Process
Cabinet Resolution No. 59 of 2026 significantly developed the procedural framework for economic-concentration applications.
The filing now requires a structured body of corporate, transactional and market information.
Depending on the transaction, the application may require information concerning:
the parties and their corporate groups;
ownership and control;
the transaction structure;
relevant markets;
sales and market shares;
customers and competitors;
geographic activity;
commercial rationale; and
other transactions undertaken by the parties during the relevant preceding period.
Competition analysis should therefore begin early enough for the transaction team to collect this information properly.
Producing a credible filing is more involved than completing a short notification form after signing.
Who Files Depends on the Transaction
The 2026 Executive Regulations clarify responsibility for submitting the economic-concentration application.
For an acquisition, the application is submitted by the acquiring undertaking or its duly authorised legal representative.
For a merger or joint venture, the application is submitted by the parties concerned, or in accordance with the applicable authorisation mechanism provided by the Regulations.
This responsibility should be reflected in the transaction documents.
The parties should agree which legal advisers will coordinate the filing and what information the target and seller must provide.
Applications May Be Submitted in Arabic or English
The current Executive Regulations permit the economic-concentration application to be submitted in Arabic or English, subject to the prescribed requirements.
Supporting documents prepared in other languages may require translation into Arabic or English.
For cross-border transactions, this can reduce unnecessary preparation burden, but the parties should still plan carefully around:
corporate records;
transaction agreements;
financial information;
market studies; and
powers of attorney.
The filing is a formal regulatory process.
Responsibility for signatures and authority should therefore be confirmed early.
Confidential Information Must Be Managed Deliberately
Merger-control applications can contain highly sensitive commercial information.
The current Executive Regulations allow parties seeking confidential treatment to identify relevant information as “Confidential” and provide corresponding non-confidential summaries sufficient to explain the substance of that information.
This creates an important transaction-management issue.
The legal team should determine which information genuinely requires confidential treatment rather than marking the entire application confidential.
Particularly sensitive material may include:
pricing;
customer information;
margin data;
strategic plans;
future product launches; and
transaction valuation information.
The filing process should be coordinated with internal confidentiality procedures.
The Ministry Can Publish Basic Transaction Information
The current regime also introduces a more visible third-party participation process.
The Ministry may publish basic information concerning an economic-concentration application on its website.
Interested parties can then submit relevant information, comments or objections concerning the potential competitive effect of the transaction.
The current Executive Regulations provide a 15-working-day period from publication for submission of objections.
This matters for transaction strategy.
Competitors, customers or other interested stakeholders may participate in the regulatory process.
A transaction involving concentrated markets, disputed market definitions or commercially sensitive customer relationships should therefore anticipate external scrutiny rather than assume the filing remains an entirely bilateral discussion between the parties and the Ministry.
Public Disclosure Should Be Considered Alongside Deal Announcements
Because the Ministry may publish basic details of the proposed transaction, parties should coordinate merger-control timing with:
public announcements;
employee communications;
customer messaging;
listed-company disclosure requirements; and
confidentiality obligations under the transaction documents.
A regulatory filing should not unexpectedly disclose a transaction that the parties otherwise intended to keep confidential until a later stage.
Communication planning should therefore form part of the regulatory timetable.
The Ministry Can Request Additional Information
The Ministry has authority to seek additional information and documentation necessary to assess the transaction.
The filing should therefore not be treated as the final regulatory interaction.
Transaction teams should identify who will coordinate responses and how information will be verified before submission.
Inconsistent answers can create unnecessary regulatory concern.
Where business information is held across several countries or business units, one central team should normally control the response process.
Market Definition Should Be Consistent Throughout the Deal
Competition filings often require the parties to describe the markets in which they operate.
Those descriptions should be consistent with other transaction materials.
If the board paper describes the target as the buyer's principal competitor in a highly concentrated UAE market while the competition filing later argues that the parties operate in completely separate markets, the inconsistency may require explanation.
Internal documents can therefore matter.
Competition counsel should understand the commercial rationale stated in:
investment papers;
board materials;
strategy documents;
bank financing presentations; and
due diligence reports.
The regulatory narrative should be accurate and consistent with the transaction's real commercial purpose.
Horizontal Transactions Require Particular Analysis
A horizontal transaction combines businesses that compete with one another.
These transactions frequently require the clearest competition analysis because the acquisition can remove an existing competitor from the market.
Relevant questions include:
How many meaningful competitors remain?
What market shares will the combined group hold?
How closely do the parties compete?
Can customers readily switch to alternatives?
Are there barriers preventing new competitors from entering?
Would the combined group gain greater ability to raise prices or reduce service quality?
Market share is important, but it is not the only issue.
A market containing several participants can still raise concerns where only two or three are credible alternatives for particular customers.
Vertical Transactions Can Also Create Competition Issues
A vertical transaction occurs where the parties operate at different levels of the same supply chain.
For example, one party may supply an input required by the other's competitors.
The issue may be whether the combined group could restrict rivals' access to:
essential inputs;
distribution channels;
customer networks;
technology; or
commercial platforms.
Vertical integration can also produce substantial efficiencies.
The competition analysis should therefore examine both the ability and incentive to foreclose rivals and the legitimate economic benefits created by the transaction.
Complementary Businesses May Still Require Review
Transactions involving complementary rather than directly competing products may initially appear low risk.
In many cases they are.
However, analysis may still be necessary where the combined group could use substantial strength in one market to influence another through:
bundling;
tying;
exclusive arrangements; or
control over access to an important platform or customer base.
The assessment should remain evidence-based rather than assuming that absence of direct competition eliminates all competition concerns.
Competition Clearance Does Not Replace Sectoral Approval
Some transactions require approval from sector-specific regulators in addition to merger-control clearance.
Businesses operating in areas such as:
banking;
insurance;
securities;
telecommunications;
aviation;
healthcare;
energy;
virtual assets; or
other regulated sectors
may require separate approvals relating to ownership, control or licensing.
The Competition Law itself provides for coordination between the Ministry and sectoral regulatory agencies.
These approvals should not be treated as interchangeable.
Competition clearance addresses competitive impact.
A sector regulator may instead focus on:
financial stability;
fitness and propriety;
licensing eligibility;
national security;
technical capability; or
other sector-specific considerations.
The conditions precedent should identify each required approval separately.
Competition Review Should Also Be Coordinated With Foreign Investment Analysis
A transaction can satisfy competition law and still require separate review because of foreign ownership or strategic-impact restrictions.
The UAE permits full foreign ownership across most ordinary economic activities, but particular strategic or regulated activities remain subject to specific controls.
A transaction team should therefore distinguish:
merger control;
foreign ownership;
sectoral approval; and
ordinary corporate transfer formalities.
These are separate legal workstreams.
One approval does not necessarily satisfy the others.
The SPA Should Allocate Merger-Control Responsibility Clearly
Where a filing is required, the sale agreement should identify which party bears responsibility for securing clearance.
This usually requires more than stating that the buyer will make the filing.
The agreement should address:
who prepares the application;
when it must be submitted;
which party provides market information;
how draft submissions are shared;
who controls communications with the regulator;
whether each party may attend regulatory meetings;
how confidential information is handled; and
what happens if remedies are requested.
The extent of cooperation required should be proportionate to the deal.
A seller should not be able to frustrate clearance by withholding information.
A buyer should not necessarily be free to make commitments affecting the target without consultation.
Efforts Obligations Should Reflect the Regulatory Risk
Transaction agreements often require the buyer to use a defined level of effort to obtain competition clearance.
The wording can range from a general reasonable-efforts obligation to much more aggressive commitments requiring the buyer to accept substantial remedies.
These provisions should not be negotiated casually.
A buyer may be willing to divest a peripheral activity to secure a strategically important transaction.
It may be unwilling to sell the very business that justified the acquisition.
The SPA should therefore address whether the buyer is required to:
offer behavioural commitments;
divest assets;
dispose of subsidiaries;
accept restrictions on commercial conduct; or
litigate against an adverse regulatory decision.
The answer can materially change the economics of the deal.
Remedies Should Be Considered Before Signing
A competition concern does not automatically mean that a transaction must be abandoned.
The law allows approval subject to conditions and obligations.
Potential remedies may include structural or behavioural measures designed to address the identified competitive concern.
A structural remedy may involve divestment of:
a business unit;
assets;
a brand;
customer relationships; or
another part of the combined operation.
Behavioural remedies may regulate future conduct, access or supply arrangements.
The correct solution depends on the concern identified.
The buyer should consider possible remedies before signing where competition risk is material.
A remedy that removes the principal value driver of the acquisition may make regulatory approval commercially meaningless.
Voluntary Commitments Can Be Offered During the Review
The current framework allows the parties, within the applicable procedure, to offer commitments designed to prevent anti-competitive effects.
The Ministry has indicated that undertakings may submit proposed measures with the application or within the statutory period following receipt of a complete filing.
This can provide a path toward clearance where concerns are identifiable and capable of being addressed.
Commitments should nevertheless be treated as substantive commercial obligations.
A promise made to secure regulatory approval may continue affecting the business long after completion.
Management should therefore confirm that the proposed commitment can be implemented operationally.
The Long-Stop Date Should Reflect the Real Regulatory Timetable
A transaction agreement normally contains a long-stop date after which one or both parties may terminate if completion has not occurred.
That date should provide realistic room for competition clearance.
The timetable should consider:
preparation of the filing;
the requirement to file at least 90 days before completion;
the 90-working-day review period;
the possible 45-day extension;
information requests;
third-party objections; and
possible remedy discussions.
A long-stop date negotiated without this analysis can create avoidable leverage disputes later.
The regulatory timetable should drive the contractual deadline rather than the opposite.
Financing Should Be Aligned With Regulatory Timing
Competition clearance can also affect acquisition financing.
Commitment periods, availability dates and financing conditions should remain workable if closing is delayed.
A purchaser should not obtain competition clearance only to discover that its acquisition financing expired during review.
The financing documents and SPA should therefore be considered together where regulatory timing is material.
Gun-Jumping Must Be Avoided
Where mandatory clearance is required, the parties must preserve the legal separation of the businesses until completion is permitted.
This is commonly described as gun-jumping.
The clearest violation would be transferring ownership or completing the concentration before clearance.
The risk can also arise more subtly where the purchaser begins exercising control over the target before it legally owns it.
Examples may include directing:
pricing;
customer negotiations;
ordinary-course contracts;
procurement;
marketing strategy; or
other day-to-day commercial decisions
before completion.
A buyer is entitled to protect the value of the business it has agreed to acquire.
It should not operate that business prematurely.
Interim Covenants Require Careful Drafting
Most SPAs restrict unusual conduct between signing and closing.
The seller may need buyer consent before taking actions such as:
incurring substantial debt;
disposing of material assets;
changing share capital;
entering major contracts; or
making significant acquisitions.
Those protections can be legitimate.
They should be focused on preserving transaction value rather than giving the buyer control over ordinary commercial operations.
Routine pricing, customer decisions and everyday business management should remain with the target until completion where competition law requires the businesses to remain independent.
Information Exchange Can Create Separate Competition Risk
Due diligence and integration planning often require sensitive information to move between buyer and target.
That can be problematic where the parties are competitors.
Sensitive information may include:
future pricing;
customer-specific terms;
margins;
cost structures;
bid strategies;
product launches; and
commercial pipelines.
The transaction does not automatically give competitors unrestricted permission to exchange that information before closing.
Access should be limited to what is genuinely required for due diligence and transaction planning.
Clean Teams Can Protect Sensitive Information
Where competitively sensitive information is necessary, a clean-team structure may be appropriate.
Access can be limited to:
external advisers;
designated internal personnel without day-to-day competitive responsibility; or
other controlled groups subject to defined confidentiality restrictions.
Information may also be:
aggregated;
redacted;
anonymised; or
provided through controlled data-room permissions.
The objective is not to obstruct legitimate due diligence.
It is to ensure that the transaction process does not itself become a mechanism through which competing businesses coordinate their current commercial conduct.
Integration Planning Should Stop Short of Integration
Companies naturally want to prepare for Day One.
Planning may be necessary for:
IT migration;
employment structures;
branding;
finance;
procurement;
facilities; and
customer communication.
The distinction lies between planning what will happen after closing and implementing those plans beforehand.
Transaction teams should establish a clear protocol so employees understand what can and cannot be done while regulatory approval remains pending.
Failure to Notify Can Be Expensive
Non-compliance with the economic-concentration rules carries material financial consequences.
Under the current Competition Law, violation of the notification requirements may result in a fine ranging from 2% to 10% of the annual UAE sales or service revenue connected with the violation during the preceding financial year.
Where that figure cannot be calculated, the statutory fine ranges from AED 500,000 to AED 5 million.
This means merger-control analysis should not be treated as an optional transaction enhancement.
It is a compliance requirement capable of producing significant direct exposure.
The reputational and transaction consequences of an unlawful completion can be equally serious.
Closing Should Be Conditional on the Required Regulatory Outcome
Where competition clearance is mandatory, the SPA should contain an appropriately drafted condition precedent.
Legal completion should not occur until the regulatory condition has been satisfied.
The condition should define what constitutes sufficient clearance.
Depending on the transaction, it may include:
unconditional approval;
approval subject to remedies acceptable under the SPA; or
another formal decision confirming that the transaction may proceed.
Because silence is not deemed approval under the current regime, the drafting should not allow closing merely because a statutory period has expired without a decision.
Competition Analysis Should Begin Before the Deal Is Announced
The most useful time to investigate merger-control risk is before the transaction timetable becomes public.
At that stage, the parties retain greater flexibility to:
adjust governance rights;
change transaction structure;
plan the filing;
set a realistic long-stop date;
design information safeguards;
consider remedy scenarios; and
coordinate financing.
Competition advice obtained after signing may still solve the problem.
It usually does so with fewer commercial options.
A Practical UAE Merger-Control Review
Before signing a material acquisition, merger or joint venture affecting the UAE, transaction teams should be able to answer several questions.
Does the transaction create or change control?
Which undertakings participate in the concentration?
What are the relevant UAE product and geographic markets?
What UAE sales are attributable to those markets?
What combined market share will the parties hold?
Is either the AED 300 million sales threshold or 40% market-share threshold exceeded?
Does the transaction affect competition in the UAE even though it is being completed overseas?
Are sector-specific approvals also required?
Who will submit the filing?
How will confidential information be managed?
Can the long-stop date accommodate the full regulatory review?
What remedies, if any, would the buyer accept?
How will the businesses remain independent before closing?
Have clean-team arrangements been considered where the parties compete?
If those questions cannot be answered confidently, the competition workstream is not yet ready.
Merger Control Should Protect the Transaction Rather Than Delay It
Competition regulation is sometimes perceived as an obstacle introduced after the commercial deal has been negotiated.
A better approach is to treat it as one element of transaction architecture.
Early analysis allows the buyer and seller to understand:
whether filing is required;
how long closing may take;
what information will be disclosed;
whether material competition concerns exist; and
how regulatory risk should be allocated between them.
That clarity supports better decisions about price, financing, timing and deal certainty.
For boards and investors, the objective is straightforward:
identify the regulatory path before it becomes the critical path.
A transaction that has been commercially agreed should not fail because merger control was discovered after every other element of the deal had already been fixed.
How Kadernani & Company Legal Consultants Can Assist
Kadernani & Company Legal Consultants provides strategic, commercially focused legal advice to buyers, sellers, investors, family businesses, multinational groups and transaction teams undertaking acquisitions, mergers, joint ventures and corporate reorganisations affecting the UAE market.
For professional advice regarding UAE merger control, economic concentration filings, Competition Law compliance, M&A transactions, joint ventures, regulatory approvals, share purchase agreements, corporate restructuring or cross-border acquisitions, contact Kadernani & Company Legal Consultants to discuss the regulatory and transaction strategy appropriate to the proposed deal.
Our approach begins with the transaction structure.
Before determining whether notification is required, the analysis should establish who is acquiring control, which businesses participate in the transaction, which UAE markets are relevant and how the parties' sales and market positions should be assessed under the current framework.
Particular attention should now be given to Cabinet Resolution No. 3 of 2025, which established the AED 300 million UAE relevant-market sales threshold and the alternative 40% relevant-market share threshold.
The procedural analysis should also reflect Cabinet Resolution No. 59 of 2026, effective from 30 July 2026, which now governs important aspects of the filing process, including application responsibility, supporting information, confidentiality treatment and third-party participation.
Where filing is required, transaction documentation should be developed around the regulatory timetable. The filing requirement, Ministry review period, potential extension, information requests and possible remedy discussions should all be reflected in the conditions precedent and long-stop date.
For acquisitions, responsibility for preparing and submitting the filing should be coordinated with the buyer while ensuring that the target and seller provide the information required for an accurate application.
Where the parties are competitors, the transaction process should also include appropriate controls around due diligence, information exchange, interim covenants and integration planning so that legitimate deal preparation does not become premature commercial coordination.
Sector-specific approvals should be analysed separately. A transaction involving banking, insurance, telecommunications, healthcare, virtual assets or another regulated business may require approval from the relevant regulator in addition to competition clearance.
Cross-border deals require the same discipline. The UAE Competition Law can apply to economic activity outside the country where the transaction affects competition within the UAE market. A foreign acquisition should therefore not be assumed to fall outside UAE merger control simply because neither signing nor corporate completion takes place in the Emirates.
Where competition concerns are material, remedy strategy should be considered before signing. The board should understand whether it would accept divestments, access commitments or other conditions if these became necessary to obtain approval, and the SPA should allocate that risk expressly.
Failure to make a required filing can result in substantial statutory penalties. The regulatory workstream should therefore be treated with the same seriousness as corporate approval, financing, tax and sectoral licensing.
A merger-control review cannot guarantee that every transaction will be approved.
It can ensure that the parties understand the regulatory risk early enough to structure, negotiate and timetable the transaction intelligently.
For boards and senior decision-makers, the practical test is straightforward: before signing, the transaction team should know whether UAE competition clearance is required, how long it may take, what information and commitments may be required and whether the deal remains commercially attractive under the realistic regulatory scenarios.
Where those answers remain uncertain, a senior-led competition and transaction review before execution is usually the more prudent course.