Iraq Issues First Merger Guidelines: What Businesses and Investors Should Know

In February 2026, the Iraqi Competition and Antitrust Council (CAC) issued its Guideline on Mergers and Restrictive Commercial Practices. This marks the first structured procedural framework since Iraq enacted the Competition and Antitrust Law No. 14 of 2010.

Although the Iraqi Competition Law has existed for more than a decade, enforcement has remained limited in practice. The new Guideline begins to operationalize the law by clarifying how the CAC intends to review mergers, acquisitions, and restrictive agreements. It also offers insight into how the CAC may interpret key provisions going forward.

However, the Guideline still leaves several important questions unanswered. Businesses and investors with exposure to Iraq should treat the development as an important step forward, but not as a complete resolution of uncertainty under the Iraqi merger control and antitrust regimes.

Market Share Thresholds Remain Central

The Guideline confirms that Iraq’s merger control regime continues to rely on market share thresholds. This differs from the broader trend across the MENA region, where many jurisdictions have moved toward turnover-based thresholds.

Under the Iraqi Competition Law, mergers and other economic concentrations require prior approval where the parties collectively control at least 50% of the total production capacity for the relevant good or service, or at least 50% of total sales in the relevant market.

This creates a practical challenge. Reliable market data in Iraq is limited, except in certain regulated or strategically important sectors such as financial services, oil, and gas. Outside these sectors, parties may find it difficult to assess whether the 50% threshold is met.

As a result, businesses may need to conduct their own market assessment at an early stage. Where reliable information is unavailable, early engagement with the CAC may be advisable.

Clarification on the Merger Review Process

The Guideline provides a more structured notification process for transactions requiring approval.

For domestic transactions, the initial filing must be submitted to the Companies Registrar. The Companies Registrar will then refer the matter to the CAC for merger control review. Foreign-to-foreign transactions are submitted directly to the CAC.

Once the CAC receives a complete filing, it has 30 business days to issue its decision. CAC decisions may generally be appealed within three business days. Where the CAC objects to the transaction, the parties have seven business days to appeal.

These procedural clarifications are helpful. They give parties a clearer understanding of where filings must be submitted, how the review process begins, and how long the CAC has to issue a decision. Still, practical implementation remains uncertain, especially for cross-border transactions and industries where market data is difficult to verify.

What Transactions Are Notifiable?

The Iraqi Competition Law refers to mergers and “restrictive practices” as matters requiring notification. The Guideline provides more detail on what restrictive practices may include.

According to the Guideline, restrictive practices include acquisitions of a controlling stake in an undertaking, acquisition of administrative control, formation of holding structures, and agreements that limit prices, quantities, territories, or customer access.

This means the approval requirement is not limited to traditional merger control. Certain commercial arrangements and behavioral antitrust concerns may also fall within the notification framework.

However, the Guideline does not define the concept of control. The reference to “administrative control” suggests that minority interests could be caught where they give the investor rights that influence the decisions or operations of the undertaking.

It remains unclear whether the CAC will follow the approach taken by authorities in jurisdictions such as Saudi Arabia, Kuwait, and the UAE, which have adopted concepts similar to decisive influence, or whether it will take a broader approach closer to the concept of material influence used by the Egyptian authority.

Ongoing Monitoring After Approval

The Guideline also refers to ongoing monitoring of parties that submit requests for approval of mergers or restrictive agreements. However, it does not explain what this monitoring will involve.

The CAC may use this authority to ensure that parties continue to comply with the terms of approval or with the Competition Law more broadly. At this stage, it remains unclear whether post-clearance monitoring will be transaction-specific or part of general antitrust oversight.

Businesses should therefore be prepared for potential follow-up questions or compliance review after approval, particularly in transactions involving high market shares or sensitive sectors.

Registration of Restrictive Agreements

The Guideline clarifies that certain restrictive agreements must be registered with the CAC under Article 12 of the Competition Law.

These include agreements fixing resale prices or sales conditions, agreements imposing output restrictions, territorial allocation agreements, and agreements involving the exchange of price or cost-related information.

Failure to register relevant agreements may result in referral to the appropriate court and the recommendation of penalties.

This clarification is important for businesses operating in Iraq through distributors, agents, joint ventures, franchise structures, supply arrangements, or other commercial partnerships. Agreements that may appear routine from a commercial perspective could trigger registration obligations if they restrict pricing, output, territories, customers, or access to commercially sensitive information.

Sanctions and Enforcement Signals

Violations of the Iraqi merger control regime, as well as failure to register relevant agreements, may result in fines ranging from IQD 1 million to IQD 3 million, approximately USD 800 to USD 2,300. Parties may also face civil compensation claims.

The Competition Law also includes provisions establishing criminal liability for individuals, with potential imprisonment of between one and three years. To date, the CAC has not taken enforcement action that would clarify how aggressively these penalties will be applied. It is likely that criminal sanctions would be reserved for serious violations, though this remains untested.

The Guideline also suggests the possible introduction of rewards for whistleblowers. While the details remain unclear, this indicates that the CAC may be looking to expand its enforcement capacity by encouraging individuals to report suspected violations.

Practical Impact for Businesses and Investors

The new Guideline is an important development for Iraq’s competition law regime. It provides more structure around merger control, restrictive agreements, filing routes, timelines, and registration obligations.

At the same time, the regime remains uncertain in several areas. The continued reliance on a 50% market share threshold means that many transactions may still require complex market analysis. The lack of reliable market data in many sectors may make that analysis difficult. Key concepts, including control and post-approval monitoring, also require further clarification.

For businesses and investors, the practical takeaway is straightforward: competition law analysis should be built into Iraq-related transactions and commercial arrangements at an early stage. Parties should review market shares, control rights, restrictive clauses, pricing arrangements, distribution structures, and information-sharing mechanisms before implementation.

Speak With BREMER About Iraqi Merger Control

Iraq’s first merger guidelines provide helpful direction, but they also leave important questions open. BREMER advises clients on merger control, antitrust, and regulatory risk across complex and developing markets in the region.

If your business is considering a transaction or commercial arrangement involving Iraq, BREMER can help assess filing obligations, manage regulatory uncertainty, and plan next steps.