Merger control regimes across the Middle East and North Africa continue to evolve as competition authorities strengthen enforcement, increase procedural certainty, and focus scrutiny on transactions most likely to affect local markets. In the first half of 2026, the focus shifted from introducing new frameworks to refining and operationalising existing regimes. The United Arab Emirates, Egypt, and Kuwait each introduced significant merger control reforms in the first half of the year. This client brief provides an overview over the relevant changes.
UAE executive regulations operationalise the merger control regime
On 8 May 2026, the UAE Cabinet issued the long anticipated Executive Regulations to the UAE Competition Law. The Regulations operationalise the UAE merger control regime through detailed rules governing notifications, reviews, substantive assessment, third-party participation, and post-closing oversight, providing significantly greater procedural certainty for notifying parties.
Reduced formality requirements
Supporting documents may be submitted in Arabic or English. Where their originals are in a different language, the documents must be provided in original language accompanied by an Arabic or English translation where required. The Executive Regulations go on to clarify that legalisation is required only for the power of attorney. Other supporting documents may be submitted as simple copies. These changes reduce the time and cost of preparing merger filings, particularly for foreign investors and multinational groups.
Structured review and decision-making process
A formal completeness review now precedes substantive assessment. The Ministry has ten business days, extendable by a further ten business days, to determine whether a filing is complete and may request additional information where necessary. The Executive Regulations do not set a deadline for receiving responses to such additional information requests. Instead, the Competition Department has discretion to determine such deadline or consequences for late response when deemed appropriate.
Substantive review begins only after this process is completed. Following its review, the Competition Department must prepare a report setting out the transaction, its assessment, any concerns identified, and its recommendation regarding approval, conditional approval, or rejection. This formalises the Ministry’s internal assessment process and provides greater transparency regarding decision-making.
Furthermore, the Executive Regulations clarify the substantive assessment criteria that will be applied by the authority. The Ministry may consider factors including the nature of the transaction, the activities of the parties and their affiliates, market shares, customer relationships, competitive conditions, dominance, substitute products, pricing, barriers to entry, market concentration levels, and likely effects on consumers.
Furthermore, the Executive Regulation no require that notifications received be made public. The Ministry will publish general information on a notified concentration and invite comments from interested parties. Competitors, customers, suppliers, distributors, and other affected stakeholders may submit comments within fifteen business days if they demonstrate a legitimate interest. The Executive Regulations also establish a formal objection procedure requiring the Ministry to notify the parties and allow them to respond before considering substantiated objections.
Expanded investigatory powers and post-closing monitoring
The Ministry may hold meetings, conduct interviews, inspect records, review electronic documents, and carry out field investigations during merger reviews. Although the regime does not formally distinguish between phase 1 and phase 2 review, these powers provide the procedural framework for more extensive investigations where competitive concerns arise.
Moreover, the Ministry may continue monitoring economic concentrations after completion and may request information from parties and affected stakeholders. The Executive Regulations also permit investigations into non-notified concentrations and confirm the Ministry’s power to impose administrative sanctions for non-compliance.
Implications
These provisions significantly strengthen enforcement and reinforce the importance of careful filing assessments before implementation. Still, important questions remain unresolved. Neither the Competition Law nor the Executive Regulations provide a detailed definition of control for merger control purposes, and the treatment of non-full-function joint ventures remains unclear. Further guidance is likely to emerge through future enforcement practice.
Egypt reforms merger control enforcement
On 22 April 2026, the Egyptian House of Representatives approved extensive amendments to the Egyptian Competition Law. These represent the most significant reform of Egypt’s merger control regime since the introduction of the ex-ante merger control regime in 2022. The amendments remain subject to presidential ratification and publication in the Official Gazette.
The amendments do not fundamentally alter Egypt’s merger control regime, which applies to acquisitions of control or material influence, mergers, and qualifying full-function joint ventures reviewed through a two-phase process. Instead, they refine the scope of the notification regime while strengthening the powers and independence of the Egyptian Competition Authority (ECA), expanding enforcement tools, and increasing penalties.
Higher notification thresholds
One of the most significant developments is the substantial increase in the jurisdictional thresholds. Under the revised domestic threshold, notification will be required where (1) the parties’ combined annual Egyptian turnover or assets exceed EGP 2.5 billion (approx. USD 47.5 million); and (2) at least two parties each generate Egyptian turnover exceeding EGP 500 million (approx. USD 9.5 million). Under the revised international threshold, notification will be required where (1) the parties’ combined worldwide turnover or assets exceed EGP 15 billion (approx. USD 285 million); and (2) he target generates Egyptian turnover exceeding EGP 500 million (approx. USD 9.5 million).
Expanded enforcement powers and greater institutional independence.
Under the current regime, violations generally require referral to the Public Prosecution and judicial proceedings before penalties may be imposed. The amendments introduce a new administrative enforcement mechanism under which the ECA’s Board of Directors may impose sanctions directly without initiating judicial proceedings.
The reform brings Egypt closer to the model adopted in many mature competition jurisdictions where competition authorities possess independent sanctioning powers.
The amendments also strengthen the institutional position of the ECA. The authority will become an independent regulatory body with technical, administrative, and financial independence. The Chairman will be appointed by the President subject to parliamentary approval. While extending beyond merger control, this reform is likely to enhance the ECA’s ability to make decisions based primarily on competition considerations and signals the government’s intention to strengthen its role as an independent regulator.
Furthermore, the amendments introduce a new framework for challenging ECA decisions. A dedicated Grievance Committee is expected to review appeals against administrative decisions. Public reports indicate that the committee will be chaired by a member of the State Council and supported by independent experts. This framework intends to balance stronger enforcement powers with appropriate procedural safeguards and may contribute to a more consistent body of merger control precedent.
Important uncertainties remain
Most significantly, the final text approved by Parliament has not yet been published in the Official Gazette. Hence, there remains some uncertainty as to the final text. Businesses should, therefore, continue monitoring developments until the final legislative text formally enters into force. Egypt’s 2026 amendments strengthen merger control enforcement through higher notification thresholds, greater ECA independence, expanded enforcement powers, and increased penalties. While fewer transactions may require notification, businesses within the ECA’s jurisdiction should expect closer scrutiny.
Amendments to the Kuwaiti regime
In March and April 2026, Kuwait’s Competition Protection Agency (CPA) adopted a series of amendments to its merger control regime, including increases to the notification thresholds, and expanded regulations on treatment of confidential information and trade secrets.
Amended notification thresholds
The regime continues to operate on alternative thresholds, meaning a filing obligation arises where any one of the three alternative thresholds is met. Notification is required where:
- any party generates annual sales in Kuwait exceeding KWD 1.5 million (approx. USD 4.845 million);
- the parties’ combined annual sales in Kuwait exceed KWD 3 million (approx. USD 9.69 million), provided the target independently generates at least KWD 1.5 million in annual Kuwaiti sales; or
- the combined value of the parties’ registered assets in Kuwait exceeds KWD 7.5 million (approx. USD 24.225 million).
The interaction between the new target turnover requirement and the single-party threshold creates an important interpretative issue. The new single-party threshold may be satisfied by “any party” to the transaction. Accordingly, if an acquiring party alone generates more than KWD 1.5 million in Kuwaiti turnover, a filing obligation would still arise regardless of the target’s activities in Kuwait. This raises questions regarding the practical effect of the new target turnover requirement for the joint-party threshold. If the single-party threshold applies to any party, including the acquirer, transactions involving targets with limited or no Kuwaiti activities may remain notifiable. Hence, the local nexus element introduced with the amendments is effectively redundant. Filing can still be triggered solely based on acquirer turnover in Kuwait.
New confidentiality framework
Resolution 33/2026 establishes a detailed framework governing confidential information submitted to the CPA. The Resolution formally defines confidential information and commercial secrets and recognises that protected information may include financial information, know-how, valuation methodologies, production processes, market shares, customer and distributor lists, marketing plans, pricing structures, cost information, and sales strategies. Parties seeking confidentiality must submit a formal request, identify the information requiring protection, provide confidential and non-confidential versions of relevant documents, and explain the harm that disclosure may cause. Confidentiality is not granted automatically and may be deemed waived where no request is submitted.
The Executive Director assesses requests based on factors including commercial value, public availability, the number of persons aware of the information, and the potential harm resulting from disclosure. Approved confidential information is maintained in a separate file accessible only to personnel responsible for the review. These measures significantly enhance procedural certainty and align Kuwait’s confidentiality framework more closely with international practice.
Key takeaways
The merger control reforms introduced in the UAE, Egypt, and Kuwait during the first half of 2026 reflect a broader regional shift toward more mature, targeted, and effective competition enforcement. In the UAE, the Executive Regulations transformed an existing framework into a fully operational merger control regime. In Egypt, higher thresholds were accompanied by significantly stronger enforcement powers and greater institutional independence for the Egyptian Competition Authority. In Kuwait, revised thresholds, a stronger local nexus requirement, enhanced confidentiality protections, and clearer filing rules refined the existing framework. Collectively, these developments demonstrate an increasing focus on directing regulatory scrutiny toward transactions most likely to affect local competition while enhancing procedural certainty and enforcement capabilities across the region.
AUTHOR
Ahmed Elhaguine
