United Arab Emirates New Competition Law Key Highlights

If competition law once sounded like the kind of topic that could put a double espresso to sleep, the UAE has fixed that problem. The country’s newer competition framework is sharper, broader, and much harder to ignore. For companies doing business in the Emirates, especially those buying, selling, merging, partnering, or simply trying not to look suspiciously dominant, the rules now demand much more attention.

The headline story is simple: the United Arab Emirates has modernized its competition regime and turned merger control into a real pre-closing issue rather than a dusty legal footnote. The old “we’ll deal with it later” approach now looks about as safe as carrying fireworks in a briefcase. Between the 2023 federal law and the 2025 threshold decision, the UAE has made clear that it wants stronger oversight, earlier notification, and more disciplined market behavior.

Here are the key highlights that matter most for businesses, investors, founders, in-house counsel, and deal teams trying to keep their transactions moving without tripping over the regulator on the way to closing.

Why the UAE’s New Competition Law Matters

The UAE’s updated regime is important because it signals a shift from a relatively limited competition system to one that looks more mature, more intervention-ready, and more aligned with global best practices. In plain English: the Ministry of Economy now has a stronger framework for reviewing anti-competitive conduct and transactions that could affect competition in the UAE.

This matters not only for domestic businesses but also for international companies. The law reaches conduct inside the UAE and also economic activities outside the UAE if those activities affect competition in the country. That means a foreign deal with a real UAE impact can no longer assume it is someone else’s regulatory problem.

Another important shift is conceptual. The law treats the relevant market as something that can exist in a physical place or a digital one. That is a major tell. It shows the UAE is not writing rules solely for old-school brick-and-mortar markets. It is writing for e-commerce, platforms, digitally enabled services, and businesses whose competitive footprint lives partly on a screen.

The Core Law at a Glance

The center of the new regime is Federal Decree-Law No. 36 of 2023 Regulating Competition, which replaced the earlier 2012 framework. It covers three big areas:

1. Restrictive Agreements

The law prohibits agreements whose purpose, subject, or effect is to distort, lessen, prevent, or restrict competition. That includes classic competition-law troublemakers such as price-fixing, market-sharing, collusive bidding, and agreements that block entry into a market.

That means competitors should be very careful when discussing pricing, tenders, customer allocation, supply limits, or anything that starts with the phrase, “Technically it’s not collusion if we smile while saying it.” Spoiler: regulators tend not to love that theory.

2. Abuse of Dominant Position

The law does not ban being big, successful, or annoyingly efficient. It bans abusing dominance. Examples include imposing unfair prices or resale conditions, selling below cost to squeeze out rivals, discriminating unjustifiably between customers, refusing to deal without justification, and restricting access to essential infrastructure.

This is a meaningful upgrade because it gives regulators a clearer playbook for challenging conduct by powerful firms, especially where that conduct can damage competitive access or consumer welfare.

3. Abuse of Economic Dependence and Predatory Pricing

One of the more notable features of the law is that it goes beyond traditional dominance concepts. It also addresses abuse of economic dependence, which can arise where a customer has no practical alternative for supply or marketing. That is a strong warning to businesses with powerful commercial leverage, even if they are not textbook monopolists.

The law also prohibits predatory pricing when prices are set excessively below cost with the goal or effect of driving a business or product out of the market. In other words, “temporary bargain apocalypse” is not a compliant growth strategy.

Merger Control Is the Biggest Practical Change

If there is one section of the new UAE competition law that deal lawyers have probably taped to their monitors, it is merger control. This is where the new framework becomes very practical, very fast.

Economic Concentration Has a Broad Meaning

The law defines economic concentration broadly enough to cover mergers, acquisitions, and other arrangements involving the transfer of ownership, rights, shares, equity, or obligations that give one undertaking direct or indirect control over another. If a deal changes control in a meaningful way, it deserves close analysis.

That wide framing is important because companies cannot safely assume that only giant mergers are in scope. Asset deals, share deals, and control-conferring structures may all require a filing analysis.

The Dual Filing Thresholds

The 2025 Cabinet Decision finally answered the question everyone had been asking: when exactly does a merger filing become mandatory?

Under the current rules, a filing is required if an economic concentration meets either of these thresholds in the relevant market within the UAE:

• AED 300 million in total annual sales for the concerned establishments during the last fiscal year; or
• 40% total market share of the concerned establishments during the last fiscal year.

That turnover trigger is a big deal. It means a transaction may be reportable even when market-share analysis is messy, debatable, or capable of causing twelve lawyers to invent thirteen market definitions. Revenue now matters in a direct, measurable way.

The 90-Day Pre-Closing Filing Rule

The law requires parties to submit an application at least 90 days before completion of a qualifying economic concentration. That is a meaningful timeline shift. It pushes competition analysis earlier into the deal process and makes “we’ll sort it out after signing” a much riskier sentence.

For transaction planners, this means the competition workstream should start early, ideally before signing or at least while the deal documents are still flexible enough to handle timing risk, conditions precedent, and cooperation covenants.

Standstill Obligation and Review Timeline

Once a complete filing is submitted, the Ministry has 90 days to issue its decision, and that period may be extended by 45 more days. During that review period, the parties may not complete the economic concentration.

That is the practical definition of a suspensory regime: no clearance, no closing. And unlike some older systems that treated regulatory silence kindly, the UAE law states that failure to issue a decision within the period is treated as rejection, not automatic approval. That is the legal equivalent of hearing silence and correctly assuming it is not good news.

Possible Outcomes

The Ministry may approve the concentration, approve it with conditions, reject it, or decide that the filing conditions do not apply. The law also allows parties to offer commitments aimed at eliminating the harmful competitive impact of a transaction. That creates room for practical negotiation, but not for wishful thinking.

In some cases, the Ministry may also publish basic information about the concentration and invite stakeholders to submit views. That means competitors, customers, or other interested parties may end up becoming part of the story.

Narrower Exclusions, Wider Attention

Another major highlight is the tighter approach to exclusions. The law excludes only certain categories, such as specified federal government-owned undertakings, qualifying emirate-level government-owned undertakings operating in that emirate, and activities where another law gives a sector regulator authority over competition issues for that particular good or service.

That is much more targeted than the kind of broad comfort blanket businesses sometimes hope for. The practical lesson is simple: fewer companies should assume they are automatically outside the system. If anything, the new regime encourages businesses to ask harder questions before assuming they are exempt.

The law also creates coordination mechanisms between the Ministry, local authorities, and sector regulators. So even when another authority is involved, this is not a free pass into regulatory invisibility. It is more like entering a room with more chairs and more people taking notes.

Dominance, Dependence, and Digital Markets

The 2025 Cabinet Decision also states that a dominant position is deemed to exist when market share exceeds 40% of total transactions in the relevant market. That number matters because it gives companies a measurable point for dominance analysis, while the law itself still captures conduct-based risks.

Businesses in digital markets should pay particular attention. Because the law recognizes digital places within the relevant market concept, platform operators, marketplace providers, app-based service businesses, and technology-enabled distributors cannot assume the rules are designed only for factories and supermarket shelves. The framework is broad enough to catch online commercial behavior with real market effects.

In-house teams should also pay attention to commercial dependency. A firm that is not obviously dominant in the classic sense may still face scrutiny if a trading partner lacks realistic alternatives and is vulnerable to unfair terms. This is one of the law’s more modern features and one of the easiest to underestimate.

Penalties Are Serious Enough to Get the CFO’s Attention

The UAE did not rewrite its competition law merely to produce elegant PDF files. It attached real consequences.

Violations involving restrictive agreements, abuse of dominance, abuse of economic dependence, predatory pricing, and certain exemption-related obligations can trigger fines from AED 100,000 up to 10% of annual sales in the UAE. If sales cannot be calculated, fallback fines can range from AED 500,000 to AED 5 million.

Violating the merger filing rule can lead to fines from 2% to 10% of the annual sales or service revenue linked to the violation in the UAE, with the same fallback range of AED 500,000 to AED 5 million if the figure cannot be computed.

Jumping the gun during the merger review period can bring separate fines, and the court may also order closure of the undertaking for a period and publication of the judgment. Translation: this is no longer “technical compliance stuff.” It is board-level risk management.

What Businesses Should Do Now

Build Competition Review Into Deal Planning

If a transaction has a UAE angle, parties should assess turnover, market share, and control effects early. Waiting until the signing dinner is a terrible time to discover a 90-day filing requirement.

Review Commercial Practices, Not Just M&A

The law is about more than mergers. Distribution arrangements, supply agreements, resale terms, exclusivity structures, rebate systems, and tender conduct should all be reviewed through a competition lens.

Map Where the Business Has Leverage

Companies should identify where they may hold dominance or create economic dependence, especially in specialized supply chains, platform ecosystems, or concentrated vertical relationships.

Train Teams That Actually Make Commercial Decisions

Legal teams already know the law is important. The real question is whether the sales director, procurement lead, M&A team, and regional business head know it too. Compliance becomes much easier when the people making the risky calls can spot the red flags before sending the email.

Practical Examples of How the Law Could Play Out

Example 1: Two consumer-goods businesses with strong UAE sales plan a merger. Even if their combined market share is debatable, the AED 300 million revenue threshold may trigger a filing. The parties need to build the regulatory process into the transaction timeline before they even think about announcing a closing date.

Example 2: A digital platform begins imposing terms that sellers cannot realistically refuse because there are no viable alternatives. Even without a classic monopoly label, the business may face questions around abusive leverage and economic dependence.

Example 3: A dominant supplier offers aggressive below-cost pricing in one segment while blocking rivals from access to essential infrastructure. That combination starts to look like the kind of conduct the new law was designed to examine very closely.

Experience Section: What Businesses Are Likely to Experience Under the New Regime

The most common experience businesses are likely to have under the UAE’s new competition law is not a courtroom drama. It is a planning problem. A company gets excited about a transaction, the finance team models synergies, the executives start talking about “seamless integration,” and then someone from legal raises a hand and says, “Before we celebrate, do we need UAE clearance?” Suddenly, the mood shifts from champagne to spreadsheets.

In practical terms, companies operating in the UAE or selling significantly into the UAE market are likely to experience earlier legal involvement in business decisions. Deals that used to move through internal approval channels with minimal antitrust discussion may now require a proper filing analysis. This is especially true for cross-border acquisitions where the parties are large enough to hit the turnover threshold even if their market-share picture is still fuzzy.

Another likely experience is that commercial teams will need to become more careful in everyday behavior. A sales manager negotiating exclusivity, a procurement leader pressuring a dependent supplier, or a platform operator changing access terms may all be touching competition-law issues without realizing it. The law’s focus on abuse of economic dependence means that businesses will need to think not just about how much market power they have, but how that power feels on the receiving end.

Many companies will also experience a new kind of internal conversation between legal, finance, and strategy teams. Finance may focus on revenue thresholds. Strategy may focus on market share. Legal will have to translate both into filing risk. This sounds simple in theory, but in practice it often means long debates about market definition, revenue allocation, transaction timing, and whether a deal can sign before a filing is ready. In other words, the UAE regime may inspire a whole new genre of calendar invites.

Businesses may also find that the new framework changes negotiation dynamics. Buyers may ask for stronger cooperation clauses, more detailed competition covenants, and clearer responsibility for filings. Sellers may want certainty on timing. Investors may ask harder diligence questions. That is a healthy sign of a maturing legal environment, even if it occasionally makes deal documents read like they were written by very anxious philosophers.

Finally, companies are likely to experience a broader cultural shift: competition compliance moving from specialist legal territory into ordinary business planning. That is probably the biggest real-world impact of all. The law is not just about punishing bad behavior after the fact. It is about shaping how businesses structure growth, partnerships, pricing, and market strategy before problems happen. In that sense, the new UAE competition law is not merely a legal update. It is a signal that the market is becoming more rules-based, more transparent, and less forgiving of shortcuts dressed up as “commercial efficiency.”

Conclusion

The key takeaway from the UAE’s new competition law is that the country now has a stronger, more modern, and more intervention-ready regime. The law broadens scope, narrows exclusions, sharpens conduct rules, adds meaningful merger thresholds, and gives the Ministry of Economy a more serious role in reviewing transactions and market behavior.

For businesses, the smartest response is not panic. It is preparation. Review your agreements. Map your market power. Stress-test your transaction timelines. And if your deal team says, “We’ll figure out the UAE part later,” that is your cue to politely slide this article across the table.