A New Chapter for UAE Competition Law: Inside Cabinet Decision No. 59 of 2026

When Federal Decree-Law No. 36/2023 (the Competition Law) was promulgated on 28 September 2023, its most consequential change for M&A was to replace the long-standing ‘market share’-only filing test with a dual turnover-and-share trigger for mandatory pre-closing notification of "Economic Concentrations". Consistent with the architecture of UAE federal legislation, the Competition Law left the operational detail of the new regime to be set out in its implementing regulation. For two and a half years, dealmakers have operated within a notification regime whose forms, review mechanics, third-party participation rules and inter-authority coordination were yet to be fully promulgated.

Cabinet Decision No. 59/2026, issued on 20 April 2026 and entering into force three months after its publication in the Official Gazette, supplies that awaited operational framework for merger control. Read alongside Cabinet Decision No. 3/2025, which had already prescribed the federal jurisdictional thresholds, the new Implementing Regulation (the Regulation) expressly abrogates Cabinet Decision No. 37/2014 and replaces it with a substantially more sophisticated framework: a structured, time-bound merger review process with codified information requests and on-site inspection powers; formal third-party participation rights; express supervisory powers over non-notified deals; and a detailed allocation of jurisdiction between the Ministry of Economy and Tourism, Emirate-level Competent Authorities and Sectoral Regulatory Bodies.

This briefing, which is not just another procedural précis, focuses on what the Regulation actually changes for merger control: what remained to be clarified under the Competition Law and is now resolved, and what dealmakers, boards and general counsel should be doing differently from the day the Regulation comes into force.

From principle to procedure: why the Regulation matters

The Competition Law set out the headline architecture for a mandatory pre-closing notification regime for "Economic Concentrations" which meet Cabinet-set thresholds. It also created a Competition Regulatory Committee reporting to the Minister of Economy, established the Ministry's investigative powers, and contemplated coordination with local "Concerned Authorities" and Sectoral Regulatory Bodies. Crucially, however, the Competition Law repeatedly deferred operational detail to its implementing regulation: such as, the documentation and form for notifications, the procedure for examining merger filings, the rules governing third-party objections, and the conditions for Sectoral Regulatory Bodies and Concerned Authorities to take jurisdiction over a deal. The Regulation now supplies that detail, and in doing so reshapes the practical risk profile of doing deals in, into and through the UAE.

Dominance redrawn: economic substance over share alone

One of the more significant substantive clarifications introduced by the Regulation concerns how dominance is assessed. Cabinet Decision No. 3/2025 fixes a 40% market share threshold above which an undertaking is presumed to hold a dominant position in the relevant market. The Regulation expressly recognises, however, that an undertaking may have the ability to influence the relevant market even where its share falls below that 40% line, with the Ministry directed to weigh a broad range of qualitative and structural factors, rather than to rely on market share alone. Those factors include: domestic sales volumes and customer dependence; presence in adjacent or related markets; the availability of substitutes; pricing conduct relative to competitive benchmarks; structural and economic barriers to entry or exit; and exclusive or long-term arrangements with customers or suppliers. This brings the UAE framework closer to mature competition regimes such as the United Kingdom, where the Competition and Markets Authority (CMA) assesses dominance (or, in merger control, a substantial lessening of competition) through a multi-factor economic analysis and treats market share as an indicator rather than a determinative test. Indeed the CMA’s published guidance recognises that dominance is unlikely below 40%, but may exist on the basis of broader structural and behavioural factors. In practice, the clarification is likely to broaden materially the population of undertakings exposed to dominance-related scrutiny, and is squarely relevant to merger control: Article 13 of the Competition Law requires the Ministry, in reviewing a notified concentration, to consider whether the transaction creates or strengthens a dominant position, and that assessment can now be supported on structural and behavioural grounds even where the parties’ combined share remains below 40%.

Merger control with a procedural spine

The Regulation introduces a welcome procedural spine for the merger control regime. Article 10 of the Regulations sets out, for the first time at federal level, a comprehensive notification dossier: constitutional documents and trade licences for each party, the transaction agreement, three years of audited financials, ownership and capital structure, and a detailed economic report covering market definition, competitor and customer mapping, anticipated pro-competitive effects, proposed remedies, and an assessment of price, quality and consumer-choice impacts. Filings may be made electronically, in Arabic or English (historically all filings were made in Arabic), with confidentiality designations and non-confidential summaries permitted. The Regulation also clarifies who files: the acquirer in an acquisition, and all parties (or an authorised representative) in a merger or joint venture. Filing fees are non-refundable, even on withdrawal during the initial review.

The review process now follows a structured cadence. The reviewing authority conducts a preliminary formal assessment within 10 working days (extendable by an equivalent period), may issue a formal request for information. It then proceeds to substantive assessment against an extensive list of indicative factors, including the structural nature of the transaction, market shares, substitutability, the likelihood of creating or strengthening a dominant position, market concentration before and after, and barriers to entry. Reviewing authorities are empowered to convene meetings, take minutes and conduct on-site inspections (extending to electronic records and IT systems) where verification of the concentration so requires. These statutory review periods sit alongside and are interrupted by the 90-day (extendable by 45) decision window in Article 13 of the Competition Law.

Third parties enter the room

A further and underappreciated development concerns the role of third parties, with the regime maturing into a more transparent, multi-stakeholder process. Article 13 of the Competition Law contemplated that "interested parties" might be invited to comment on a notified concentration, with the actual mechanism left to the implementing regulation. The Regulation now brings that channel to life: once the Ministry publishes basic information about a deal on its website, interested parties have 15 working days to submit views, evidence or objections, with the burden on the submitting party to demonstrate that it is genuinely affected. Objections must be reasoned and supported by evidence; a structured cycle of formal review (5 working days), substantive assessment (20 working days, extendable by 7 working days), notification to the merging parties, and an opportunity to respond within 10 working days then follows. For strategic competitors, customers and suppliers, this is a tangible new avenue for advocacy. For dealmakers, it is a reminder that UAE merger control now sits within a broader, multi-stakeholder dialogue with the Ministry.

Failure to notify is no shield

The Regulation also closes a gap that had previously raised some uncertainty for deal teams. Article 18 makes plain that failure to notify does not preclude the Ministry, a Competent Authority or a Sectoral Regulatory Body from investigating and reviewing an Economic Concentration, whether before or after closing, and from issuing binding directions and administrative sanctions. While the Regulation does not expressly confer a power on the Ministry, a Competent Authority or a Sectoral Regulatory Body to unwind an Economic Concentration in its entirety, that should not be read as precluding remedial directions requiring either party to carve out, divest or sell a particular business group where necessary to reintroduce competition in the market. Mandatory information requests can be addressed to the parties and to interested third parties irrespective of whether a filing has been made, and the supervising authority must assess the transaction's impact on price, quality and availability of goods and services. Read together with the fines regime in the Competition Law, a minimum of AED 100,000 and up to 10% of annual UAE sales for breach of the substantive prohibitions, between 2% and 10% of the relevant goods or services revenues for breach of the Article 12 notification obligation, and a floor of AED 500,000 to AED 5 million where turnover cannot be established, the message to deal parties is unambiguous: gun-jumping risk is real, quantifiable and now procedurally enforceable. The picture sharpens further when one factors in the court's discretion, under Article 29 of the Competition Law, to order closure of the offending establishment for between three and six months, and to publish the convicting judgment in two local daily newspapers at the offender's expense.

Equally significant is the Regulation's allocation of regulatory traffic for merger filings. Articles 29 and 30 set out a structured choreography between the Ministry, Competent Authorities at Emirate level, and Sectoral Regulatory Bodies, providing welcome clarity for parties contemplating deals that touch multiple authorities. Tight, time-bound steps govern preliminary jurisdictional assessments, referrals, the Ministry's right to participate, and the resolution of disputes where jurisdictional views diverge. The Regulation also confirms that effects spilling beyond an Emirate's borders do not automatically displace the local Competent Authority where those effects are limited or incidental and provides for deemed Ministry approval where it fails to respond to a Sectoral Regulatory Body's request within 10 working days.

What this means for dealmakers

The combined effect of the Competition Law and the Regulation is the emergence of a recognisably modern merger control regime, with a procedurally rigorous review process, formalised third-party participation rights, robust supervisory powers in cases of non-notification, and clear jurisdictional rules of the road. For clients and advisers, three immediate priorities follow. First: transactions in or affecting the UAE require an updated merger control risk assessment well before signing, calibrated to the new review criteria and turnover-and-share trigger. Second: filing strategy, including the choice of forum between the Ministry, Competent Authorities and Sectoral Regulatory Bodies, will need to be considered alongside the substantive analysis from the outset. Third, the new third-party engagement and ex post supervisory tools mean that the days of treating UAE merger control as an afterthought or a back-office formality are over.