In brief
On 20 April 2026, the UAE Cabinet issued Cabinet Decision No. 59/2026, introducing the Implementing Regulation of Federal Decree Law No. 36/2023 on the Regulation of Competition (the New Implementing Regulations). These Regulations abrogate Cabinet Decision No.37/2014, which previously implemented the now repealed Federal Law No. 4/2012.
The New Implementing Regulations close key gaps under the Competition Law and will come into force three months from publication in the Official Gazette. They enhance the UAE’s competition framework by providing the procedural framework for the general principles set out in the Competition Law.
This alert summarises the main changes introduced by the New Implementing Regulations and provides a practical snapshot of the merger control regime as it now stands.
In detail
Detailed criteria for dominance - The New Implementing Regulation sets out, for the first time, a comprehensive set of criteria for assessing whether an undertaking holds a dominant position capable of harming competition. Importantly, the regulation clarifies that the mere benefit derived from technological superiority resulting from innovation, investment, or research and development does not, in itself, constitute a dominant position, unless accompanied by the ability to influence the market in a manner that harms competition.
Predatory pricing tests - The New Implementing Regulation introduces a structured, economics-driven approach to predatory pricing based on an assessment of prices against the average variable cost and the average total cost.
Exemptions - The Competition Law permits establishments to seek exemptions from rules on restrictive agreements, dominance, and predatory pricing. The New Implementing Regulations clarify the factors for exemption decisions and outline a streamlined application process, including an initial assessment, followed by a detailed review requiring submission of a market study report demonstrating pro-competitive effects
Detailed merger notification framework - The New Implementing Regulations provide a detailed framework for the examination of economic concentration applications, including a preliminary formal assessment within ten working days, followed by a substantive test. Supporting documentation particularly includes the underlying agreement, audited financials for the past 3 years and a market study.
Complaints - Detailed procedures for filing complaints have also been introduced. An initial 15-day investigation is followed by a more comprehensive assessment that can extend to a maximum of 120 days. Ex officio investigations may also be initiated where there is reasonable evidence of practices that may harm competition.
Settlement mechanism - For the first time, the UAE competition regime has a detailed settlement mechanism. The settlement must contain an express admission by the undertaking, a commitment to pay the settlement penalty within 30 days and binding commitments to cease anti-competitive practices. A concluded settlement terminates associated criminal proceedings and is not subject to administrative or judicial appeal, although it does not exempt the infringing party from civil liability.
Merger control at a glance
| Notification Trigger | Annual sales in the relevant market exceed AED 300 million, or aggregate market share exceeds 40% of total transactions in the relevant market |
| Filing Timeline | No less than 90 days prior to completion |
| Review Period | 90 days, extendable by 45 days |
| Suspensory Regime? | Yes. Steps to complete the transaction during the review period are prohibited |
| Filing Fees | Yet to be introduced |
| Key Documents | Transaction agreement, 3 year audited financials, economic report / market study |
| Language | Notification in Arabic or English with supporting documentation in original language together with a translation in Arabic or English as may be necessary. |
| Confidentiality | Parties may request confidential treatment by clearly marking data as 'Confidential' |
| Penalties | Fines of between 2% and 10% of annual sales or revenues, or between AED 500,000 and AED 5 million where annual sales cannot be determined |
Key takeaways and PwC’s observations
Businesses should keep their commercial practices under regular review in light of the UAE’s evolving competition framework, to identify potential areas of non-compliance and assess whether applying for an exemption may be appropriate. The latest changes are particularly relevant for parties considering M&A activity in the UAE, making it essential to factor merger control into transaction timelines at an early stage.
At PwC Legal, our multidisciplinary team of subject matter experts supports clients throughout the full M&A transaction lifecycle. We assist with regulatory compliance reviews, draft transaction documents incorporating the necessary regulatory conditions precedent and help secure required approvals from the relevant authorities, including the Ministry of Economy under the Competition Law.
This alert is for general informational purposes only and does not constitute legal advice.
