The UAE competition law framework has entered a more detailed implementation and enforcement phase with Cabinet Resolution No. 59 of 2026, which issues the Executive Regulations of Federal Decree-Law No. 36 of 2023 on the Regulation of Competition (the “Competition Law”). The Executive Regulations establish detailed procedures concerning dominance assessments, predatory pricing, exemptions, economic concentrations, complaints, investigations and coordination between the Ministry of Economy and Tourism, concerned authorities and sectoral regulatory authorities.
The Resolution will become effective three (3) months after the date of its publication in the Official Gazette. For businesses operating in the UAE, the framework is relevant not only to mergers and acquisitions, but also to day-to-day commercial arrangements, pricing practices, distribution strategies, tendering and interactions with competitors.
Anti-Competitive Agreements
The Competition Law prohibits agreements and coordinated practices that prevent, restrict or distort competition. This may include price-fixing, market or customer allocation, bid-rigging, limiting production or supply, and the exchange of commercially sensitive information between competitors.
Importantly, competition law exposure is not confined to formal written contracts. Informal understandings coordinated conduct or exchanges of information may also create risk where they influence independent commercial decision-making or adversely affect competition. Businesses should therefore exercise particular care in trade association activities, joint bids, benchmarking exercises and other communications involving competitors.
Abuse of a Dominant Position
Holding a dominant position is not, by itself, prohibited. The concern arises where an undertaking uses market power in a manner that restricts competition, harms consumer choice or unfairly disadvantages competitors or customers.
The Executive Regulations make clear that dominance is not assessed solely by reference to market share. Relevant factors may include technological superiority, financial resources, customer dependence, actual and potential competition, the availability of substitute products or services, barriers to market entry or exit, pricing power, and exclusive or long-term relationships with customers or suppliers. Accordingly, businesses should not assume that falling below a numerical market-share indicator necessarily removes competition law risk where they are otherwise capable of materially influencing market conditions.
Predatory Pricing: A More Detailed Assessment Framework
The Executive Regulations provide more specific guidance on predatory pricing. Prices below average variable cost or marginal cost may be treated as predatory unless the undertaking can demonstrate a legitimate economic justification unrelated to excluding or restricting competition. Prices above those measures but below average total cost may also be considered predatory where there is clear evidence of an anti-competitive plan or intent.
The assessment is case-specific. The competent authority may consider the duration and scope of the pricing practice, its effect on competitors and consumers, the possibility of increasing prices after competitors have been excluded or deterred, and any objective commercial justification. Legitimate considerations may include introductory promotions, seasonal offers, clearance of obsolete or perishable stock, matching a competitor’s price within legitimate competition, and genuine cost efficiencies.
Exemptions for Certain Agreements and Practices
The Executive Regulations also establish a detailed procedure for seeking an exemption for agreements or practices that would otherwise fall within the relevant prohibitions of the Competition Law, where the statutory conditions for exemption are satisfied.
An exemption filing may require, among other things, the relevant agreement or description of the practice, details of the affected products or services, corporate and licensing documents, audited financial statements for the preceding three financial years, sales information, ownership and management details, and a legal and economic assessment of the relevant market and the expected efficiencies or consumer benefits.
The Regulations provide for a formal examination of the application within ten working days, followed by a substantive review within forty working days, extendable by a further ten working days. A business seeking an exemption is also required to undertake not to engage in the relevant agreement or practice until the reasoned decision has been issued.
Merger Control and Economic Concentrations
The Competition Law establishes a mandatory merger control regime for transactions that constitute an economic concentration and meet the applicable notification thresholds. Under Cabinet Resolution No. 3 of 2025, notification is required where either the parties’ combined annual sales in the relevant market within the UAE exceed AED 300 million, or their combined market share in the relevant market exceeds 40%.
Cabinet Resolution No. 59 of 2026 significantly clarifies the filing and review process. An economic concentration application may require transaction documents, audited financial statements for the preceding three financial years, shareholder information, a detailed relevant-market study, information on competitors and customers, prior related transactions, and an assessment of the transaction’s potential effects on prices, quality, availability and consumer choice.
For an acquisition, the application is submitted by the acquiring undertaking or its authorised legal representative. For a merger or joint venture, the filing is submitted by all parties concerned, or by an undertaking duly authorised to submit on their behalf. The formal examination period is ten working days and may be extended for a similar period. Where the filing is incomplete, additional documents may be requested within a specified period not exceeding ten working days.
The review process may also involve publication of basic transaction information, submissions or objections by interested parties, meetings with the transaction parties and, where necessary, field verification. Importantly, failure to notify does not prevent the competent authority from examining an economic concentration before or after completion, and administrative penalties may be imposed for failure to comply with the notification requirements.
Complaints, Investigations and Enforcement
The Executive Regulations introduce detailed procedures for complaints and investigations. Any person with an interest, including consumers and government authorities, may submit a complaint concerning conduct that may affect their rights or interests under the Competition Law.
Once a complaint is accepted, the respondent is to be notified and given an opportunity to respond. Investigations are generally to be conducted within ninety working days from notification of acceptance of the complaint, subject to a possible extension of thirty working days.
The competent authorities have broad investigatory powers, including requesting information and documents, holding meetings, conducting field inquiries and examining records and electronic files at the premises of undertakings. The Regulations also allow investigations to be initiated on the authority’s own initiative where sufficient information indicates practices that may prejudice, restrict or impede free and fair competition.
Practical Considerations for Businesses
Businesses should consider incorporating competition law review into their commercial and transaction processes, particularly in relation to:
- commercial agreements and exchanges of information with competitors;
- pricing, discounting, rebates and promotional strategies, particularly where the business has significant market power;
- distribution, exclusivity, long-term supply and customer arrangements;
- procurement, tendering, consortium and joint-bid arrangements;
- mergers, acquisitions and joint ventures, including early assessment of notification thresholds and regulatory timing; and
- internal document retention, competition compliance policies and employee training, particularly for sales, procurement, business development and senior management teams.
Competition law issues are best identified early. For corporate transactions, this means screening notification requirements and regulatory conditions before signing or closing. For commercial arrangements, it means assessing the competition impact before implementing pricing, exclusivity, information-sharing or joint-bidding arrangements.
Looking Ahead
The 2026 Executive Regulations represent an important step in the practical implementation of the UAE’s competition regime. They move the framework beyond high-level statutory prohibitions by establishing more detailed procedures for exemptions, merger review, complaints, investigations and enforcement.
Businesses should therefore treat competition compliance as an ongoing governance and risk-management issue rather than a matter arising only in major M&A transactions. Strategic commercial arrangements, pricing decisions, procurement activity and expansion plans should all be assessed through a competition law lens where appropriate.
For advice on complying with the UAE Competition Law, including assessing merger notification requirements, reviewing commercial agreements, evaluating competition law risks and implementing practical compliance measures, please contact Suneer Kumar at suneer@alsuwaidi.ae or Vida Grace Serrano vida@alsuwaidi.ae.