Beyond the Headlines: What’s Really New in UAE Competition Law?

The legislative background to the UAE’s competition law is by now well established. Federal Law No. 4 of 2012 introduced competition regulation to the UAE but generated little visible enforcement. Federal Decree-Law No. 36 of 2023 (“Decree-Law”) replaced it with significant improvements. Cabinet Decision No. 3 of 2025 set out the merger control thresholds, requiring notification where the undertakings’ total annual sales in the relevant UAE market exceed AED 300 million or, alternatively, where their combined market share exceeds 40%. Those thresholds took effect on 31 March 2025 and have since been extensively analysed and applied in transaction planning and filings.

That much is settled ground. The framework has since been supplemented by the following instruments and guidance:

• Cabinet Resolution No. 59 of 2026 issuing the Executive Regulations of the Decree-Law (issued 20 April 2026, in force three months after publication in the Official Gazette) (“Regulations”);
• Cabinet Decision No. 105 of 2026 on fees (issued 12 June 2026, in force 30 days after publication);
• Ministerial Decisions No. 32 and No. 96 of 2026, the first published block exemptions issued under Article 11 of the Decree-Law; and
• the Ministry of Economy and Tourism’s Guidelines for Submitting Competition Complaints (December 2025) and its Guidelines on Relevant Market Definition (July 2026).

Taken together, these instruments effect changes of two distinct kinds: (a) provisions which are not properly described as changes, having already formed part of UAE competition law, but which now appear in the updated legislation; and (b) changes and clarifications which supply detail previously absent or fill gaps in UAE competition law.

The first category is substantial. The exemption notification procedure, the procedure for filing economic concentration applications, the complaints framework, investigations opened by the authority of its own motion, and settlement-style reconciliation had all long been present in UAE competition law. This article, therefore, focuses on genuinely new substantive standards, procedures and costs, rather than restating features already present in the earlier framework.

 

Analysis of Recent Changes

1. Merger control: procedure, price and reach

More of the merger regime predates the Regulations than is commonly acknowledged. The mandatory filing at least ninety days before completion, the suspensory rule, the ninety-plus-forty-five-day review with silence operating as rejection, the parties’ ability to offer remedies at filing, the Ministry’s power to publish basic information about a transaction and invite stakeholder views, and the rights of interested parties to submit opinions, data and objections are all in Articles 12 to 15 of the Decree-Law; the application machinery dates to 2014; the thresholds to 2025. The genuine contribution of the Regulations lies in six respects:

• First, the filing obligation has been allocated. Before the Regulations, the Decree-Law imposed the obligation on the undefined “relevant undertakings”, without expressly allocating it by transaction type. The Regulations resolve the point. In an acquisition, the application is submitted by the acquirer and, in a merger or joint venture, by all parties concerned or by one party authorised under a duly authenticated special power of attorney. The application may now be filed in Arabic or English, whereas the 2014 regulations required Arabic; it must be submitted as an electronically signed copy by a legal representative acting under a duly authenticated special power of attorney; it may be withdrawn during the initial review, in which case it is deemed cancelled and the fee forfeited; and the formal examination is for the first time subject to a deadline (ten working days, extendable once for the same period).
• Second, the stakeholder rights created by Article 13 of the Decree-Law have been given a procedure and a price. Interested parties, potentially including competitors, customers, suppliers and distributors, have fifteen working days from publication of the transaction to submit views or documents and may lodge a formal reasoned objection. An objection is examined as to form within five working days and decided within a further twenty working days, extendable by seven, with the merging parties given ten working days to answer any objection that is accepted. The objector bears the burden of establishing both its interest and the transaction’s effect upon it and pays AED 1,500 under Cabinet Decision No. 105 of 2026. What the Decree-Law left as a bare right is now an operable intervention mechanism, and transaction timetables should allow for the resulting interruption of the review period, where an interested party objection is likely.
• Third, the evidentiary file has been reconstituted. Beyond constitutional documents and three years of audited financial statements, the application must include a report on the economic dimensions of the transaction comprising a study of the relevant markets and information concerning competitors, customers, sales and market shares; the transaction’s expected effect on prices, quality and the availability of goods and services to consumers; and any commitments proposed to mitigate adverse effects. The application must also disclose related transactions, including acquisitions, mergers and joint ventures completed during the preceding three years.
• Fourth, filing itself now attracts a fee: 0.02% of the total annual sales value of the undertakings participating in the economic concentration transaction, capped at AED 150,000. The fee is calculated by reference to total annual sales value rather than fixed as a flat charge or calculated by reference to transaction value. An unresolved interpretive issue is whether “participating undertakings” includes, for example, the buyer, seller and target in an acquisition and how, if at all, the calculation varies across transaction structures. The fee base is also geographically unqualified: unlike the notification threshold, which is tied to annual sales in the relevant market within the State, Cabinet Decision No. 105 of 2026 attaches no geographic or market qualifier to the total annual sales value.
• Fifth, Article 18 of the Regulations makes explicit what the Decree-Law left implicit: failure to notify does not immunise a transaction. The authority may examine and verify a concentration whether or not an application was filed, before or after completion, may require the parties and interested parties alike to produce information, and must treat the transaction’s effect on prices, quality and the availability of goods and services to consumers as a mandatory criterion in that assessment. Combined with the Regulations’ verification powers, meetings recorded in signed minutes and field investigations extending to entry onto premises and examination of records, including electronic records, the framework now provides the means to pursue completed but unnotified transactions, rather than merely providing for penalties in principle.
• Sixth, the filing interface has changed. The Ministry has replaced the 2024 Arabic-language concentration form which still cited Article 7 of the repealed 2014 regulations with a bilingual Arabic-English form aligned to the current framework. The new form is clearer and more direct than its predecessor, requesting information in terms readily comprehensible to the person filing the application. It is accessible here.

 

2. Dominance: the second limb has been given content

Article 6(2) of the Decree-Law establishes a dominant position in either of two ways: the undertaking’s share exceeds the percentage set by the Cabinet, or the undertaking can influence the market in a manner causing harm, “as indicated in the Executive Regulations”. Until 2026 the second limb was without the content contemplated by the Decree-Law because the Regulations had not been issued. Article 2 of the Regulations now supplies that content through a mixture of structural, economic and behavioural indicators: the ability to operate independently of pressure from competitors, customers and consumers; the inability of rivals to counteract the undertaking’s conduct; pricing that reflects power rather than market response; presence in adjacent markets that reinforces its position; and exclusive or long-term supply and customer relationships. The Regulations state expressly that market share may evidence such influence even where it does not exceed the dominance threshold (presently defined at 40%), thereby confirming that a market share below 40% would not preclude a finding of dominance under the alternative limb.

The innovation proviso is of particular importance: technological superiority resulting from innovation, investment, research or development does not of itself constitute dominance unless accompanied by an ability to harm competition, restrict entry or reduce consumer choice. Within this dominance assessment, the same provision treats conduct that reduces available choices or imposes unfair prices as abusive. It will bear directly on the assessment of exposure by technology-driven businesses.

 

3. Predatory pricing: cost benchmarks for the first time

Article 8 of the Decree-Law prohibits selling at prices excessively below the costs of production, manufacturing and marketing, but expressly left the applicable controls to the Executive Regulations, which were not issued for more than two years. Article 3 of the Regulations now supplies a cost-based framework of a kind familiar from international practice. Prices below average variable cost or marginal cost are deemed predatory unless the undertaking demonstrates a legitimate economic justification. Prices above that level but below average total cost are predatory only where there is clear evidence of an anti-competitive plan or intent to eliminate a competitor, restrict its activities or prevent its entry. The authority must then undertake a case-by-case assessment, taking into account recoupment capacity, that is, the undertaking’s capacity to raise prices after its competitors have been excluded, disciplined or deterred, together with consumer effects, duration, selectivity and the causal connection to exclusionary outcomes.

The statutory exclusions contained in the Decree-Law itself, namely general price reductions under the Consumer Protection Law and liquidations, are now supplemented by a codified list of commercial justifications: promotional or introductory offers, seasonal offers, clearance of obsolete or perishable inventory, matching a competitor’s price within legitimate competition, and genuine cost efficiencies. Pricing strategies can now be assessed ex ante against published cost benchmarks and recognised commercial justifications, subject to the authority’s case-by-case assessment.

 

4. Exemptions: a standstill obligation and an internal timetable

The exemption notification itself is not new: the procedure existed under the 2014 regulations, and the ninety-day decision period, extendable by forty-five, with silence operating as rejection, is in Article 10 of the Decree-Law. Three elements are, however, new. First, and most significantly, the applicant must now give a written undertaking not to implement the notified agreement or practice until the Minister decides. Second, the Regulations introduce a staged timetable: formal examination within ten working days and substantive review within forty, extendable by ten. Third, the evidentiary file has been substantially expanded and particularised. In addition to requirements that existed under the 2014 regulations, it now includes three years of audited financial statements and relevant-market sales data, a relevant-market study, and a detailed report substantiating the efficiencies claimed. An extension of an existing exemption must be sought by reasoned written application at least three months before expiry.

 

5. The first block exemptions

Article 11 of the Decree-Law permits the Minister to exempt categories of contracts by decision. That power has now been exercised on two published occasions, which is itself the material development. Ministerial Decision No. 32 of 2026 (11 February 2026) grants a block exemption for exclusive dealing agreements between food promotion and delivery platforms and restaurants, subject to conditions including a twelve-month cap on exclusivity, a ceiling of 10% of the merchants listed on the platform, and freedom for restaurants to deal with emerging digital platforms or other delivery platforms classified as SMEs; it is valid for twelve months from entry into force and therefore remains in effect. Ministerial Decision No. 96 of 2026 (16 April 2026) granted a temporary exemption for supply-continuity coordination between undertakings in essential goods and services, including food and essential consumer goods and transport and logistics services, as well as other goods or services designated by the Ministry in coordination with the Relevant Authorities, during exceptional circumstances. It excluded any coordination on prices and ran for two months from issuance. Absent extension by further ministerial decision, it has expired by its terms, subject to a limited three-month run-off permitting arrangements concluded under it to continue only to the extent necessary to dispose of or sell stocks formed during the exemption period. These first decisions are sector-specific, conditional and time-limited. They provide an early indication of a targeted use of Article 11, although two decisions are insufficient to establish how narrowly the Ministry will exercise the power in future.

 

6. Complaints: a fixed timetable and adversarial disclosure

The right to complain is in Article 32 of the Decree-Law, the five-year prescriptive period for complaints is in Article 37, and a complaints procedure existed under the 2014 regulations, as did investigations opened by the authority of its own motion. What the Regulations and the December 2025 Complaints Guidelines add is procedural discipline of a different order. The process now runs on prescribed periods: formal examination within fifteen working days; service on the respondent within ten working days after acceptance, with up to thirty working days to answer; investigation within ninety working days of acceptance, extendable by thirty; preparation of the final report within twenty working days after the response period, extendable by ten; submission of that report to the decision-maker within ten working days; and a reasoned decision within fifteen working days thereafter. Requests to cure an incomplete complaint or provide additional information can extend the end-to-end timetable. Of greater significance than the deadlines is the disclosure requirement: the parties receive the preliminary investigation report and have up to twenty working days to respond before the final report is prepared. Neither prior legislative text required comparable pre-decision disclosure.

Several further features are new. The authority may refuse to permit withdrawal of a complaint where the file already discloses indicators of anti-competitive conduct; a complaint, once filed, is not within the complainant’s exclusive control, and that consideration should inform any decision to file. Any specialised expert appointed by the authority during the investigation is at the complainant’s expense. The authority is expressly not bound by the parties’ characterisation of the facts and may recharacterise them. The Regulations further contemplate a complaint fee, from which consumers and government bodies filing directly are exempt, although Cabinet Decision No. 105 of 2026 does not prescribe one. The Guidelines add analysis of their own, including the first published treatment by the federal competition authority of the boundary between unfair competition, which is a matter for the courts under the Commercial Transactions Law, and anti-competitive practices. They also state the Ministry’s position that agreements among entities within a single economic group fall outside Articles 5 to 8 where the parent holds a majority of the subsidiary’s capital and exercises legal and actual control over the subsidiary and its activities.

 

7. Settlement: an old mechanism with new terms

Settlement is frequently described as an innovation of the 2026 framework. That characterisation is inaccurate: reconciliation before referral of the criminal action, against payment of no less than double the minimum fine, is provided for in Article 33(2) of the Decree-Law. What Article 27 of the Regulations adds are the terms. A settlement now requires the undertaking’s express written acknowledgment of the offences and a commitment, evidenced to the authority, to rectify the practice; payment falls due within thirty working days; the settlement is binding and not subject to challenge; it may be concluded at any stage before referral of the criminal case for trial and results in the lapse of interim or provisional orders or judgments connected with the offences. The acknowledgment requirement is significant, particularly because settlement does not extinguish injured parties’ civil claims under Article 30(2). The potential use or disclosure of that acknowledgment in subsequent proceedings will depend on the applicable procedural and confidentiality rules.

 

8. Federal and emirate jurisdiction: deadlines, defaults and a spillover rule

Article 21 gives a Relevant Authority competence where the undertakings are situated in a single emirate and the effects are confined to that emirate, while preserving the Ministry’s right to participate. Article 22 separately permits a Sectoral Regulatory Agency that has no competition rules under its own governing legislation to act on a matter within its sector following a written request and the Ministry’s approval. What the framework lacked was operating machinery, and Articles 29 and 30 of the Regulations supply it: preliminary jurisdictional assessments within ten working days, referral routes in each direction with defined periods, and a default rule that a Sectoral Regulatory Agency’s request to proceed is deemed approved where the Ministry fails to decide it within ten working days. Of particular practical value is the spillover rule, which appears in neither prior text: a Relevant Authority does not lose jurisdiction merely because a practice’s effects incidentally cross the emirate’s borders, provided those effects are limited in scale or value, or arise incidentally from an economic activity principally affecting that emirate, and produce no material effect on competition in markets outside it. The allocation of jurisdiction is now supported by detailed referral, participation and default procedures.

 

9. Relevant market definition: the methodology is now on the record 

The Decree-Law modernised the definition itself in 2023, providing that the relevant geographic area may be a physical or digital place. The Guidelines on Relevant Market Definition go further and appear to be the first published statement by the federal competition authority of its analytical methodology. They describe the hypothetical-monopolist (SSNIP) test using a typical 5–10% band and price-elasticity analysis, together with the SSNDQ quality-degradation test, including for quality-sensitive markets, notably digital services, in which price is an unreliable indicator. Digital platforms and online marketplaces can themselves constitute a relevant geographic scope, and a free zone may form a separate geographic market where competitive conditions within it differ from those outside. The Guidelines treat demand-side substitution as the primary discipline and recognise supply-side substitution where it is sufficiently effective and immediate. Potential competition is ordinarily not included in market definition and is instead considered in the competitive assessment, including the analysis of entry barriers. The Guidelines also accept that a customer segment subject to discriminatory pricing may constitute a relevant market, which may be relevant to segmented pricing models. Although the Guidelines are not legislation and do not bind the courts, they indicate the analytical approach the Ministry is likely to apply to filings, complaints and investigations.

 

10. The fee schedule 

Article 36 of the Decree-Law empowered the Cabinet to set fees for the regime. Cabinet Decision No. 105 of 2026 is the first fee decision issued under that provision:

Service (Cabinet Decision No. 105 of 2026)	Fee (AED)
Economic concentration application	0.02% of the total annual sales value of the undertakings participating in the economic concentration transaction, capped at AED 150,000
Exemption application (each of Articles 5, 6, 7, 8)	5,000
Objection to an economic concentration	1,500
Grievance against a decision	500 (refundable if accepted)

 

Conclusion

The period in which UAE competition law could be treated as a statute awaiting its operating machinery has ended.

The alternative limb of dominance now has substantive content, including an innovation proviso; predatory-pricing risk can be assessed against published cost benchmarks; exemption applications carry a standstill and a more demanding evidentiary burden; the first published block exemptions under Article 11 have been issued; merger-review stakeholders now have prescribed deadlines and evidentiary burdens, while formal objections attract a fee; complaints proceed through a structured timetable with disclosure of the preliminary investigation report; and settlement requires an express written acknowledgment of the offences.

These legislative, procedural and guidance developments materially alter the assessment of compliance programmes, transaction timetables, pricing strategies and distribution arrangements built around the pre-2026 framework.

 

What businesses need to know

M&A fees and timetables: Transactions should be screened against both notification thresholds at the outset; where either is met, notification is mandatory. If thresholds are met, businesses need to budget for a filing fee of 0.02% of the participating undertakings’ total annual sales value, capped at AED 150,000, and allow for third-party objections, which can interrupt the review period. Failure to notify is not a safe harbour: the authority may examine a transaction before or after completion, whether or not an application was filed.

Market position: Do not assume that market share alone determines dominance. The authority may rely on a mixture of structural, economic and behavioural indicators, including independence from competitive pressure, pricing power, barriers to entry and exclusive or long-term customer or supplier relationships. Technological superiority resulting from innovation, investment, research or development does not, without more, establish dominance, but it offers no protection where the undertaking can harm competition, restrict entry or reduce consumer choice.

Pricing and discounting: Test pricing strategies against the new cost benchmarks before launch. Prices below average variable cost or marginal cost are deemed predatory unless supported by a legitimate economic justification. Promotional or introductory offers, seasonal sales, clearance of obsolete or perishable inventory, legitimate price matching and genuine cost efficiencies are now expressly recognised as potential commercial justifications.

Exclusivity and distribution arrangements: Parties relying on exclusivity, distribution or long-term supply arrangements should consider whether an individual exemption or a block exemption is available. An individual exemption application now carries a standstill, meaning the notified arrangement cannot be implemented until the Minister decides, while the block exemptions issued to date are narrow, conditional and time-limited.

 

Complaints: A complainant cannot assume that withdrawal will end the matter, because the Ministry may continue where the file indicates anti-competitive conduct. Therefore, once a complaint is filed, any settlement between the complainant and the respondent will not automatically lead to termination of proceedings before the Ministry.

Settlement: Settlement offers certainty but requires an express written acknowledgment of the offences, and it does not extinguish injured parties’ civil claims. The decision to settle should therefore weigh the value of ending proceedings against the consequences of a signed admission.

 

Faizan Daud Senior Associate [email protected]