Reflecting on the UAE’s New Merger Control Thresholds

March 31, 2025 marked a key milestone for antitrust practitioners and dealmakers in the UAE. On that day, the UAE’s new mandatory and suspensory merger control regime officially came into effect under the country’s updated Competition Law. As someone who has been closely tracking these developments, I was genuinely struck by the scale and significance of the changes.

The new regime, first introduced through Federal Decree Law No. 36 of 2023, was supplemented by Ministerial Decree No. 3 of 2025, which was published in the Official Gazette on January 30 and took effect 60 days later. For the first time, the UAE introduced a turnover threshold alongside the existing market share threshold which is a meaningful shift toward international merger control standards.

As of March 31, any transaction that constituted an "Economic Concentration" with a nexus to the UAE became subject to mandatory notification to the Ministry of Economy's Competition Department if it exceeded either of the following:

• Turnover Threshold: AED 300 million (approximately USD 81.6 million) in total annual sales within the UAE's "Relevant Market" during the most recent fiscal year.
• Market Share Threshold: A combined market share exceeding 40% in the "Relevant Market" in the UAE.

Importantly, the concept of the "Relevant Market" was defined in two dimensions: the Relevant Product Market and the Relevant Geographic Market, in line with international best practices. The new Decree also reaffirmed that a dominant position exists when a firm holds more than 40% market share, not prohibited in itself, but subject to behavioural constraints to prevent anticompetitive practices.

Although the implementing regulations for the new Competition Law had not been issued at that time, the older 2014 regulations remained in place, leaving some procedural uncertainties. However, the Decree's clear thresholds gave us a much firmer foundation to assess whether a transaction triggered notification obligations and is a welcome development for practitioners like me advising on cross-border and regional deals.

Looking back, the addition of the turnover threshold represented a major departure from the previous regime, where only market share determined whether a filing was required. While this undoubtedly broadened the scope of potentially notifiable transactions, it also brought greater clarity and predictability, particularly for foreign-to-foreign deals with UAE revenue exposure.

Still, a lot hinged (and still hinges) on how the Ministry interprets key elements of the law in practice, especially when it comes to defining relevant markets and determining whether a local nexus exists. We’re also awaiting additional guidance through implementing regulations and exemptions, which will further shape how the regime is applied going forward.

For companies contemplating mergers or acquisitions involving businesses with UAE operations or revenue, this reform underscored the importance of:

• Reviewing their UAE market exposure under both thresholds;
• Factoring merger control timelines into deal planning early on; and
• Seeking legal guidance to mitigate the risk of delays or regulatory issues.

As an advisor, I’ve encouraged clients to treat this not as a box-ticking exercise but as a core strategic consideration in deal execution. These rules are now part of the M&A landscape in the UAE, and compliance is essential, not just to avoid penalties, but to ensure smoother transactions in a market that continues to grow in strategic importance.