UAE Competition Law Update: New Merger Control & Dominance Thresh

Disclaimer: This article is for general informational purposes only and isn’t legal advice. If your deal is closing faster than your team can find the latest org chart, talk to qualified counsel.

The UAE has been steadily upgrading its competition rulebook, and 2025 delivered the kind of update deal teams both love and fear:
love, because there are clearer numbers to work with; fear, because clearer numbers mean you can’t “vibe check” your way out of a filing.
The headline is simple: merger control now has a concrete turnover trigger (AED 300 million) sitting alongside the familiar
40% market share conceptplus a formal dominance threshold that puts “40%” squarely on the compliance bingo card.

In plain English: if you’re buying, merging, or forming a joint venture in the UAE, you’ll want a tighter antitrust screen early in the process.
And if your commercial team is already “the” brand in a market, the dominance rules are not a fun bedtime storyunless you’re into suspense.

What changed (and why everyone is suddenly Googling “relevant market”)

The UAE’s competition framework was refreshed by Federal Decree-Law No. 36 of 2023, which applies broadly to undertakings
carrying out economic activities in the UAEand can also reach conduct outside the UAE if it affects competition inside the UAE.
That extraterritorial angle matters for cross-border deals and global commercial strategies (yes, even the ones planned in a conference room
that has more cold brew than daylight).

The law sets out core pillars you’d recognize from other jurisdictions: restrictions on anti-competitive agreements, rules against abusing a
dominant position, and a merger control regime for “economic concentrations.” But the big practical question has always been:
When do we have to notify? That’s where the new thresholds come in.

Merger control 101: “Economic concentration” is broader than just mergers

The UAE competition law defines economic concentration in a way that captures more than classic mergers. It includes acts that
result in a complete or partial transfer (like a merger or acquisition) of rights or shares that allow one undertaking (or group) to control another
directly or indirectly. In other words: if control is moving, the merger control radar should be on.

Think of the “economic concentration” bucket as including:

• Mergers (two businesses becoming one)
• Acquisitions (buying shares or assets that confer control)
• Joint ventures (especially where the JV is full-function or control shifts in a meaningful way)
• Step transactions (multiple small moves that add up to controlbecause math is still real, even in deal structuring)

The question isn’t “Is this called a merger?” The question is “Does this change control in the relevant market?”

The new merger notification thresholds: AED 300M turnover OR 40% market share

The UAE has now set two alternative thresholds that can trigger a mandatory filing for an economic concentration. If your transaction meets
either of these thresholds, you may be in notification territory:

• Turnover threshold: the total annual sales value of the parties in the relevant market within the UAE exceeds
  AED 300,000,000 during the last fiscal year.
• Market share threshold: the total market share of the parties exceeds 40% of total transactions in the relevant market
  within the UAE during the last fiscal year.

The “either/or” structure is what makes this update so important. Previously, market share analysis could feel like a debate club session:
“We’re at 38% if you define the product narrowly, but 19% if you define it sensibly, but 72% if you define it the way my competitor’s
marketing team does…” The turnover trigger adds a more concrete screening toolwhile the 40% market share route remains a major filing hook.

Practical takeaway: build a two-lane filing screen

For transactions with a UAE nexus, your initial competition screen should ask two questions early:

1. Relevant-market UAE sales: Do the parties’ UAE sales in the relevant market exceed AED 300 million?
2. Relevant-market share: Will the parties exceed 40% market share in the relevant market in the UAE?

If either answer is “maybe,” don’t wait until signing week to find out. That’s the legal equivalent of deciding to assemble IKEA furniture
five minutes before guests arrive: technically possible, emotionally expensive.

Timing and process: the 90-day filing window and the standstill rule

Under the competition law, parties must submit the economic concentration application to the Ministry of Economy at least
90 days before completion if the conditions are met. The Ministry then reviews and the Minister (or delegate) issues a decision
within 90 days from receiving a complete applicationextendable by 45 days. During the review period, the parties must
not take steps to complete the concentration (a classic “standstill” obligation).

One detail that matters for deal planning: if the authority does not issue a decision within the decision period, the concentration can be
treated as rejected (not approved). That’s a meaningful contrast with jurisdictions where silence can sometimes operate as approval.
Translation: don’t treat the clock like a friendly suggestion. Treat it like the close date’s strict older sibling.

Stakeholder input and “clock-stops”

The Ministry may publish basic information about the transaction on its website to invite stakeholder comments, and it can request additional
information from the parties. Time limits can be interrupted (paused) in certain situations, such as requests for additional information or
stakeholder appealsso a “90-day review” can become longer depending on complexity, information completeness, and market attention.

Dominance thresholds: 40% is now a central reference point

The merger thresholds aren’t the only big “number drop.” The UAE has also clarified when a dominant position is deemed to exist:
a market share exceeding 40% of total transactions in the relevant market can be treated as dominance.

Importantly, dominance is not only about market share. The competition law conceptually defines dominance as the ability to control or influence
the relevant market, and it also contemplates dominance through an ability to influence that harms the market (to be further detailed in
executive regulations). So while 40% is a bright line for many analyses, dominance risk management should still consider market power indicators:

• Barriers to entry (regulatory approvals, logistics networks, exclusive access)
• Countervailing buyer power (do customers have credible alternatives?)
• Switching costs and lock-in (technical integrations, contractual friction)
• Control over key infrastructure (including digital platforms or essential facilities)

So what counts as “abuse” once you’re dominant?

The law prohibits a dominant undertaking from conduct that distorts, lessens, restricts, or prevents competition. Examples of potentially abusive
conduct include imposing resale prices or conditions, selling below cost to exclude competitors, discriminatory treatment of customers in
comparable contracts, unjustified refusal to deal, tying, restricting supply to create artificial scarcity, and blocking access to essential networks
or infrastructure when that access is economically feasible and necessary.

This doesn’t mean every aggressive commercial move is illegal. It does mean dominant firms need a stronger compliance “muscle” around:

• Pricing decisions (especially deep discounts, loyalty rebates, or targeted promotions)
• Distribution arrangements (exclusivity, selective distribution, resale conditions)
• Refusals to supply (especially for must-have inputs)
• Platform rules (rankings, access, API policies, and self-preferencing concerns)

Penalties: why the compliance team suddenly has “main character energy”

The competition law includes monetary penalties for various violations. For example, violations tied to the economic concentration obligations
can trigger fines calculated as a percentage of annual sales or revenue connected to the violation, with alternative fixed fine ranges where sales
cannot be computed. The practical point for businesses is simple: filing mistakes are not “just paperwork.” They can be expensive paperwork.

Real-world examples: how the thresholds can show up in ordinary deals

Example 1: Consumer goods acquisition with strong UAE distribution

A multinational buys a fast-growing consumer brand that sells heavily through UAE retailers and online channels. The parties’ total UAE sales in
the relevant product market exceed AED 300 millioneven if market shares are fragmented and no one hits 40%. Result: the turnover test may
trigger a filing analysis. If the acquisition also strengthens a leading position in a defined segment (say, premium pet food), market definition
becomes critical.

Example 2: Two “mid-sized” players create a big combined share

Two regional service providers form a joint venture combining their UAE operations. Neither is dominant alone, but together they exceed 40% in a
narrowly defined relevant market. Result: the market share threshold can trigger notification even if turnover is under AED 300 million.

Example 3: Digital platform + vertical integration

A platform with strong reach in the UAE acquires a key supplier that depends on the platform’s distribution. Even if market share is debated, the
authorities may look at control over infrastructure and potential foreclosure risksespecially where rivals need access to the platform or data to
compete.

A practical compliance checklist for 2025 deal teams

• Run the “two-lane” screen early: UAE relevant-market turnover > AED 300M? UAE relevant-market share > 40%?
• Define the relevant market thoughtfully: product substitutability + geographic (including digital) scope matters.
• Plan for timing: filing at least 90 days pre-completion, with review periods that can extend and pause.
• Respect standstill: avoid steps that look like implementation before clearance.
• Prepare a clean data room: sales by product, customer segment, emirate/channel, and competitor mapping.
• Train commercial teams: dominant-firm rules aren’t just “lawyer stuff”pricing and contracting choices can create risk.

FAQ: quick answers to common “wait, does this apply to us?” questions

Does the UAE regime matter if the deal is signed abroad?

It can. The law can apply to economic activities outside the UAE if they affect competition inside the UAE. If your transaction changes control over
business with UAE sales or competitive impact, you should screen it.

Is 40% an automatic violation?

No. A 40% market share can be a legal threshold for dominance (and a filing threshold for merger control), but “dominant” is not “guilty.”
The risk is abuseconduct that harms competition. Still, once you’re in the dominance neighborhood, you should stop driving like it’s empty
road at 2 a.m.

What if we’re below AED 300M and below 40%?

You may still need to consider whether the transaction qualifies as an economic concentration that affects competition, and whether other sectoral
regulators have overlapping requirements. But the new thresholds give a much clearer starting point for “likely filing vs. likely not.”

Conclusion: the new numbers, the same old lessonplan early

The UAE’s updated merger control and dominance thresholds make one thing crystal clear: competition compliance is no longer a “closing checklist
item.” With AED 300 million in relevant-market UAE sales and 40% market share functioning as key triggers, businesses should add competition
screening to the front end of deal planning, not the back end of deal panic.

If your organization is active in M&A, joint ventures, or fast-moving commercial strategy in the UAE, the playbook for 2025 is:
measure earlier, document better, and don’t treat market definition like a last-minute group project.

Experience Addendum (about ): what deal and compliance teams are experiencing on the ground

Across many organizations doing business in the UAE, the day-to-day “experience” of these updates is less about abstract legal theory and more
about project management, data discipline, and cross-functional alignment. Teams that used to do a quick, informal competition check are now
building repeatable internal workflowsbecause the new thresholds create a clearer “yes/no/maybe” funnel, and “maybe” is where timelines go to
do yoga (they stretch).

One common pattern is that finance and sales teams are being pulled into antitrust screening earlier than they’re used to. Why? The turnover test
forces companies to answer a deceptively simple question: “What were our annual UAE sales in the relevant market?” That last phrase is the
trick. Sales systems rarely map perfectly to legal market definitions, so teams often end up reconciling product codes, bundles, channel partners,
and service lines to build a defensible number. The organizations that do this well tend to create a standardized “competition data pack” with
consistent categoriesso the next deal doesn’t start from scratch.

Another very real experience is the return of the market definition debatenow with higher stakes. Business leaders naturally prefer broader
markets (“We’re one of many!”), while competitors and sometimes customers may frame things narrowly (“They’re basically the only option!”).
The best internal teams handle this by preparing two narratives: a conservative analysis for risk management and a business-facing analysis
that explains, in plain language, why the market is broader or why rivals constrain behavior. When those narratives match the underlying data,
the conversation gets calmer. When they don’t, the conversation gets… louder.

On the dominance side, many companies are learning that “dominance compliance” is basically “commercial hygiene” with documentation. Discount
policies, exclusivity requests, refusal-to-supply decisions, and access rules for platforms or networks are being routed through clearer internal
guardrails. Not every decision needs a memo, but teams are increasingly building lightweight approval steps for higher-risk actions: deep targeted
price cuts, tying or bundling that could foreclose rivals, or contract clauses that effectively lock customers in. The goal is not to slow the business
down; it’s to prevent the kind of avoidable risk that shows up months later as a regulatory headache with a side of executive surprise.

Finally, deal teams are adjusting to the idea that merger clearance planning is a timeline exercise, not a filing exercise. Once the “90 days before
completion” concept is taken seriously, parties start designing transaction schedules with regulatory checkpoints, not just signing and closing
aspirations. The experience of teams that thrive here is consistent: they treat competition review like a workstream with owners, dates, and
deliverablesbecause nothing says “welcome to modern antitrust” like realizing your closing date can’t outrun the calendar.

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