The new Executive Regulations introduce the UAE’s first detailed framework for merger control, investigations and exemptions under competition law.
The UAE Cabinet has adopted the long-awaited Executive Regulations to Federal Decree-Law No. 36 of 2023 Regulating Competition, establishing the country’s first detailed procedural framework for enforcing antitrust rules, including merger control, investigations, complaints and exemptions.
The Regulations, which will be administered by the UAE Ministry of Economy and Tourism, will enter into force on 30 July 2026 and repeal the previous implementing rules adopted under the 2012 competition regime.
According to the drafters, the new framework reflects the continued maturation of the UAE competition regime and brings it closer to more developed international antitrust systems, while preserving several UAE-specific features. These include the continued use of case-by-case exemption applications and the introduction of targeted sector-specific block exemptions.
The Regulations significantly expand the procedural framework for M&A transactions. Law firm Clifford Chance noted that businesses should expect a more structured merger review process, greater scrutiny of filing completeness and supporting evidence, and increased transparency in the regulator’s engagement with third parties.
One of the key changes concerns the concept of market dominance. While UAE Cabinet Resolution No. 3 of 2025 sets a 40% market share threshold, the Regulations clarify that a company may still be considered capable of influencing the market even below that threshold. Authorities will assess not only market share, but also qualitative and structural factors, including market structure and the position of competitors. The approach aligns the UAE framework more closely with EU competition law practice, where dominance is not determined solely by fixed market share thresholds.
The Executive Regulations also clarify the treatment of predatory pricing, which was introduced as a standalone violation under the 2023 law. Unlike the EU approach, where predatory pricing is generally assessed as a form of abuse of dominance, the UAE framework allows enforcement against excessively low pricing even without proof of market dominance. The new rules now provide further guidance regarding below-cost pricing assessments and the concepts of production, manufacturing and marketing costs relevant to the analysis.
In addition, the Regulations clarify the allocation of powers among government authorities and expand the investigative powers of the regulator.
At the same time, several important merger control concepts remain largely undefined under UAE law, including “control”, “full-function joint ventures” and “relevant market”. These concepts are expected to evolve through administrative practice and future guidance.
Lawyers advise companies operating in the UAE or planning transactions involving UAE assets to closely monitor further developments and reassess competition law risk, filing strategies and transaction planning accordingly.
Source: Clifford Chance
