On 8 May 2026 the UAE Cabinet issued the Executive Regulations to the UAE Competition Law with Cabinet Decision 59/2026. These provide clarification on merger control review procedure, review timelines, formalization requirements, and post-closing monitoring. Also, the Executive Regulations provide general guidance on the substantive assessment criteria applied by the authority and introduce provisions concerning third party engagement in merger control review. However, the Executive Regulations still leave some questions unanswered. For example, they do not expand on the rudimentary definition of control under the Competition Law and do not clarify whether non-full function joint ventures require notification under the UAE merger control regime.
Reduced formality requirements
The UAE authority—the Competition Department of the UAE Ministry of Economy & Tourism—initially required all documents to be submitted in Arabic. The Executive Regulations now provide that filings can be made in either Arabic or English. Supporting documents, the originals of which are in languages other than Arabic or English, must be submitted in original language accompanied by a certified translation to Arabic or English. Furthermore, the Executive Regulations resolve the question of formalization. Initially, it was unclear which documents had to be legalized. In practice, the Competition Department typically required that all documents submitted be legalized. Since the UAE is not party to the Hague Document Convention, apostille could not be used. Instead, documents had to be legalized following—often time consuming—procedures bilaterally agreed between the UAE and the jurisdiction from which the documents originated. Now, the Executive Regulations clarify that only the power of attorney must be legalized. All other supporting documents can be submitted as simple copies.
Confidentiality
In addition, the Executive regulations clarify how the Competition Department will handle confidentiality. They require any information the parties wish to be treated as confidential to be explicitly marked as such. Furthermore, the filing document must include a proposal for a non-confidential description of the transaction that the Competition Department may use for publication.
Review timelines
The Executive Regulations do not amend the review period of 90 days—with the option of an extension by an additional 45 days—established by the Competition Law. However, they provide a more detailed structure of the review process with specific timelines for individual procedural steps.
Upon submission the Competition Department has 10 business days to review the information and documents subsisted to determine whether the submission is complete or not. This initial review period may be extended by an additional 10 business days. Where the Competition Department deems the submission to be complete, they will issue a notice of completeness and start their substantive review. If the Competition Department finds that the submission is incomplete, they will request the parties to provide outstanding information and documents. The Executive Regulations do not set a deadline in which the parties must respond to such additional requests and do not address what the consequences for late response will be. We expect that the Competition Department will assume authority to set deadlines where they deem them appropriate and determine consequences for late response on a case-by-case basis.
Following declaration of completeness the 90 days' review period will start running. During their substantive review the Competition Department will make an announcement on their website of the notification received. The Competition Department will use the non-confidential description of the transaction proposed by the parties, which the Competition Department may amend where they deem appropriate. In practice, the Competition Department has sought sign off from the parties where they intended to amend the non-confidential description proposed by the parties. Also, in practice, the announcement will be published shortly after the Competition Department issues their confirmation of completeness—typically between 1 and 5 business days.
The Executive Regulations now established a consolation publica phase. Following the announcement of the notification received, concerned third parties have 15 business days to voice concerns or objections. Where the Competition Department deems concerns or objections potentially valid, they will confront the parties with these. The parties then have 10 business days to respond.
Furthermore, the Executive Regulations explicitly set a 10 business days' deadline for the Competition Department to submit their report on the transaction to the Minister's office after they completed their review. The Executive Regulations do not set a deadline for the Minister to issue their decision. Where the Minister does not issue a decision in the statutory review period, the transaction is deemed objected to. The parties then have 30 days to appeal the objection to the competent courts.
Finally, the Executive Regulations provide that the statutory review period is interrupted where the Competition Department (1) issues RFIs requesting additional information or documents from the parties, (2) seeks an assessment from a relevant authority or sectoral specific regulator on the transaction and its potential impacts, and (3) third parties submit concerns or objections deemed potentially valid by the Competition Department. The clock resumes once the Competition Department receive a satisfactory response from the parties or the assessment sought from other authorities.
Criteria for substantive assessment
The Executive Regulations set out the criteria the Competition Department applies in their substantive review. Still, the relevant provisions remain rudimentary. They provide that the Competition Department will in their assessment consider (1) the type of transaction, (2) the parties’ affiliates and economically related undertakings and their activities in markets related to the transaction, (3) the market shares of the parties and their key competitors in the relevant market(s) and changes to market position(s) caused by the transaction, (4) the parties' key customers in the relevant market(s), (5) whether the transaction will create or strengthen a dominant position in the relevant market, (6) substitutability of the parties’ offerings, general price levels in the affected market (s), and the transaction's impact on price, quality, and availability of the relevant products and services, and (6) the transaction's likely effect on market entry, expansion, or exit of competitors.
Post-merger monitoring
The Executive Regulations explicitly provide the Competition Department with post-clearance monitoring authorities. They may request data and documents from the parties and other stakeholders and continue to monitor the impact on prices, quality, and availability of products and services in the relevant market(s) post closing.
Change of control
Change of control is not comprehensively defined in the Competition Law. The Competition Law only provides that control can be exercised directly or indirectly. The Executive Regulations regrettably do not provide further guidance. In practice, the Competition Department applies a concept of decisive influence largely similar to that of the European Commission.
Non full function joint ventures
The question of whether non-full function joint ventures must be notified under the UAE merger control regime also remains unanswered. Neither the Competition Law nor the Executive Regulations address the matter. The Competition Department has so far not formulated a clear position on this matter either.
Key takeaways
Overall, the Executive Regulations provide welcome clarifications. In particular, limiting formality requirements to powers of attorney and the Competition Department now accepting both English and Arabic documents will ease burdens of foreign parties. Moreover, the added details on timelines and assessment steps increase predictability. The regime continuing to regard transactions not actively cleared during the statutory review period as objected to requires the parties to actively engage with the Competition Department to avoid the review period from lapsing without a decision. Still, the authority of the Competition Department to stop the clock reduces the risk of the review period lapsing without a decision. Fainally, further clarification on matters such as change of control and treatment of non-full function joint ventures would be welcome.
AUTHOR
