UAE Competition Law: The Implementing Regulation Is Here

What to Know

• The UAE’s competition law framework is now complete after Cabinet Decision No. 59 of 2026 published the long-awaited Implementing Regulation on 20 April 2026.
• Market dominance is no longer determined by the 40% share threshold alone — qualitative factors like financial resources, barriers to entry, and consumer choice now also apply.
• Companies planning M&A deals in the UAE should budget at least six months for competition clearance due to mandatory pre-filing and review periods.

Background

In our earlier updates, we summarised the key changes introduced by Federal Decree-Law No. 36 of 2023 on the Regulation of Competition (the New Law) and the notification thresholds established by Cabinet Decision No. 3 of 2025 (the Threshold Decision) under the New Law. On 20 April 2026, the UAE Council of Ministers issued the long-awaited Cabinet Decision No. 59 of 2026 on the Implementing Regulation of the New Law (the Implementing Regulation), completing the legislative framework first introduced in 2023.

The Implementing Regulation abrogates Cabinet Decision No. 37 of 2014 on the Implementing Regulation of Federal Law No. 4 of 2012, and any provision contrary to or inconsistent with its terms. It comes into force three (3) months from the date of its publication in the Official Gazette.

Capitalised terms used in this update have the meanings given to them in the New Law, as summarised in our previous updates.

Dominant Position: A More Sophisticated Test

Building on the 40 percent market share threshold established by the Threshold Decision, the Implementing Regulation now introduces a considerably more detailed qualitative analytical framework for determining whether an Undertaking holds a Dominant Position. In practice, this means that Undertakings with market shares below 40 percent may nevertheless be found to hold a Dominant Position and that those above 40 percent should not assume the threshold is the end of the analysis.

Under Article 2(1), an Undertaking shall be deemed to hold a Dominant Position where it possesses the economic strength to exert influence in a manner capable of adversely affecting competition in the Relevant Market through any of the following:

• strong indicators of the Undertaking’s technological leadership, the advantages of its business model, the extent of its financial resources or its geographic concentration, enabling it to impose conditions on, or exercise control over, the Relevant Market in a manner that distorts competition. The mere benefit derived from technological superiority resulting from innovation, investment or research and development shall not, in itself, constitute a Dominant Position, unless such superiority is accompanied by the ability to influence the market in a manner that harms competition, forecloses market entry or restricts consumer choice. This carve-out is of particular relevance to technology and digital platform businesses. The Implementing Regulation further provides that any conduct resulting in a reduction of consumer choice or the imposition of unfair prices shall be deemed an abuse of a Dominant Position in violation of the New Law;
• evidence that an Undertaking is able to act independently of competitive constraints, including pressure from actual or potential competitors, customers, or consumers, resulting in a material diminution of effective competition;
• the inability of competitors to constrain or counteract the Undertaking’s market influence sufficiently to maintain effective competition within the Relevant Market;
• the capacity of the Undertaking, by virtue of its market position, to impede, restrict, or distort competition in the Relevant Market, reflecting the absence of effective competitive constraints; and
• the extent to which the Undertaking’s practices, agreements, or participation in Economic Concentrations affects consumer choice, the quality and availability of products or services and access thereto at fair prices. Practices which restrict such choice or result in the imposition of unfair prices shall constitute a distortion of competition in violation of the New Law.

In assessing market influence, the Ministry of Economy (the MOE) may have regard to a broad range of factors (Article 2(2)). These fall broadly into three categories:

• Market position: the Undertaking’s market share (even if below 40 percent), the volume and significance of its domestic sales and its economic or market power including financial capacity;
• Competitive dynamics: the degree of actual or potential competition in the Relevant Market, the availability and substitutability of alternative products or services and the Undertaking’s presence in adjacent or related markets; and
• Structural factors: the existence of barriers to entry or exit, exclusive or long-term customer or supplier relationships and pricing conduct that reflects market power rather than normal competitive behaviour.

Predatory Pricing

For the purposes of Article 8 of the New Law, the Implementing Regulation establishes two pricing thresholds. Prices below the Average Variable Cost (AVC) or Marginal Cost are presumed predatory, unless the Undertaking establishes that such pricing is objectively justified by legitimate economic reasons unrelated to the elimination, restriction, or distortion of competition. Prices above the AVC but below the Average Total Cost (ATC) are deemed predatory where there is clear evidence of an anti-competitive strategy or intent to eliminate a competitor, restrict its operations or foreclose its entry into the market.

The MOE or competent authority may prohibit predatory pricing on a case-by-case basis. Relevant indicative factors include:

• whether the Undertaking holds a Dominant Position in the Relevant Market, given that predatory pricing by a dominant undertaking may constitute an abuse of that position;
• the Undertaking’s ability to recoup losses by increasing prices following the exclusion or deterrence of competitors, assessed over an appropriate period having regard to the nature of the Relevant Market;
• a comparison of the Undertaking’s prices with those of identical or substitutable products or services in the Relevant Market;
• a comparison of the Undertaking’s prices with its own costs of production, processing, marketing or distribution, having regard to whether pricing below average variable cost or average total cost indicates an anticompetitive objective;
• whether the pricing conduct, considered alongside other objective factors, indicates an intent or effect of: (i) excluding actual or potential competition in the Relevant Market; (ii) foreclosing market entry or expansion by competitors; or (iii) disciplining or coercing existing competitors;
• the potential future impact on consumers, including the risk of monopolisation and subsequent price increases;
• the duration and geographic or product scope of the pricing conduct, and its causal connection to any anti-competitive outcome; and
• any legitimate commercial justification advanced by the Undertaking, such as promotional or introductory offers for new products or services, seasonal pricing, clearance of obsolete or perishable stock, price matching within the bounds of lawful competition, or genuine cost efficiencies.

Seeking an Exemption: Key Requirements

Undertakings seeking the exemption of their agreements or practices from the application of Articles 5, 6, 7 and 8 of the New Law must submit a notification to the MOE or the relevant competent authority, accompanied by supporting documents. Key requirements include, amongst others:

• a copy of the agreements in respect of which exemption is sought, or a written description of the practices;
• a detailed written description of the products or services to which the agreements or practices relate;
• financial statements for the last three (3) fiscal years audited by an external auditor;
• a written economic assessment of the exemption application, including a study of the Relevant Market and the anticipated pro-competitive effects;
• a detailed report demonstrating that the agreements or practices are necessary to promote economic development, improve performance and competitiveness, enhance production or distribution systems, or generate specific consumer benefits; and
• the aggregate sales of the Undertaking in the Relevant Market within the UAE during the preceding three (3) fiscal years.

In addition, the Undertaking concerned must submit a written undertaking not to implement the relevant agreements or practices prior to the issuance of a reasoned Ministerial decision and arrangements under application may not be implemented pending its outcome.

The MOE must conduct a preliminary formal assessment within ten (10) working days. A substantive assessment must then be completed within forty (40) working days, extendable by a further ten (10) working days.

The MOE may also invite any party it considers likely to be affected by the exemption to submit its views and supporting information within fifteen (15) working days of being invited to do so.

Economic Concentration Filings

As noted in our earlier updates, the New Law requires parties to an Economic Concentration to submit an application to the MOE no less than ninety (90) days prior to completion of the transaction. The Implementing Regulation now provides the detailed procedural framework governing how this obligation is to be discharged.

During the review period, the parties are prohibited from initiating any actions or procedures to conclude the Economic Concentration and the lapse of that period without a Ministerial decision is deemed a rejection. The parties to an Economic Concentration must submit an application in the form prepared by the MOE, accompanied by supporting documents. These include: memoranda and articles of association, commercial licences, a copy of the Economic Concentration agreement, financial statements for the last three (3) fiscal years of each party audited by an independent external auditor, a statement of the names of shareholders or partners and their respective shareholdings, details of the registered offices and branches of all parties, and proof of payment of the applicable filing fee. An economic report must be submitted covering: a detailed study of the Relevant Market over the preceding three fiscal years, identification of all competitors and their market shares, principal customers and their transaction shares, markets affected, pro-competitive effects of the Economic Concentration together with any proposed remedies or commitments, an assessment of the impact of the Economic Concentration on the price, quality, and availability of goods and services for consumers, the anticipated geographic scope of the activities of the parties, and a list of related transactions (including prior acquisitions, mergers and joint ventures) completed during the preceding three years.

A preliminary formal assessment must be completed within ten (10) working days, extendable by an equivalent period. Following completion of the formal assessment, the MOE will conduct a substantive assessment of the positive or negative effects of the Economic Concentration on the competitive balance of the Relevant Market, having regard to indicative factors including:

• the type and structural nature of the proposed Economic Concentration;
• the market shares of the Parties to the Economic Concentration and their principal customers;
• the likelihood that the Parties may create or strengthen a Dominant Position;
• the degree of substitutability between the products and services of the Parties;
• prevailing price levels;
• the likelihood of adverse effects on consumer interests; and
• the likelihood that the Economic Concentration will raise barriers to entry or force exit from the Relevant Market.

The Minister must issue a decision within ninety (90) days of receipt of the complete application, extendable by a further forty-five (45) days.

Interested Parties in the Economic Concentration, including competitors, customers and suppliers, may submit their views within fifteen (15) working days of the MOE publishing the basic information relating to the Economic Concentration on its website.

The Implementing Regulation also introduces a formal objections procedure. Any Interested Party may file a reasoned objection to an Economic Concentration, supported by evidence, within fifteen (15) working days of the basic information being published on the MOE’s website. The MOE will conduct a formal assessment of the objection within five (5) working days. Where the objection is accepted, the Parties to the Economic Concentration are notified and afforded up to ten (10) working days to respond. The MOE must notify the objecting party of the outcome within twenty (20) working days of the formal assessment (extendable by a further seven (7) working days). Deal teams should factor this objection mechanism into their transaction timetables.

The application must be submitted having regard to the nature of the transaction: in the case of an acquisition, by the acquiring Undertaking or its duly authorised legal representative under a duly authenticated special power of attorney; and in the case of a merger or joint venture, by all parties involved, or an Undertaking authorised by them under a duly authenticated special power of attorney. Failure to file an Economic Concentration notification does not preclude the MOE from investigating and reviewing the Economic Concentration, whether prior to or following its implementation, and the MOE may impose administrative sanctions in respect of the failure to notify.

Investigations: How the Process Works

Any Interested Party, including consumers and public authorities, has the right to submit a complaint concerning practices liable to affect their rights or harm their interests. The MOE must examine the complaint from a formal perspective within fifteen (15) working days of receipt. The respondent is then notified of the complaint within ten (10) working days of notification to the complainant of acceptance and afforded up to thirty (30) working days to submit its response.

The substantive investigation must be completed within ninety (90) working days from the date of acceptance of the complaint, extendable by a further thirty (30) working days. During the investigation, the MOE may issue requests for information, to which parties must respond within twenty (20) working days.

The MOE may also conduct on-site inspections of business premises, examining all records, documents and files, including electronic records and IT systems, and extracting copies or taking forensic images where necessary.

The investigation proceeds in two stages:

• firstly, the MOE issues a preliminary investigation report setting out the relevant facts, a legal and economic assessment and preliminary findings. Parties are afforded up to twenty (20) working days to submit written representations in response; and
• secondly, having considered those representations, the MOE prepares a final investigation report within twenty (20) working days (extendable by ten (10) working days), which is submitted to the Minister within ten (10) working days of its preparation. The Minister must issue a reasoned decision within fifteen (15) working days of receipt, with notification to all parties within five (5) working days.

Settlement

The Implementing Regulation introduces a formal settlement mechanism. A settlement procedure may be initiated upon a request submitted by the infringing Undertaking or upon a proposal by the Minister or his delegate, or by the head of the relevant Competent Authority or Sectoral Regulatory Body. A settlement agreement must be in writing and signed by the infringing Undertaking, contain an express admission of the offences committed, incorporate a binding commitment to pay the settlement penalty (not less than the statutory minimum) within thirty (30) working days of execution and include binding commitments to cease and remedy the anti-competitive practices. The settlement agreement shall only enter into force upon proof of payment of the settlement penalty.

The settlement agreement is binding upon the signatory Undertakings and is not subject to any form of administrative or judicial appeal. It results in the termination of any associated criminal proceedings (at any stage prior to formal referral to trial) and the discharge of any interim orders. However, the settlement agreement does not exempt the infringing party from civil liability for any damage caused to, or suffered by, an injured party as a result of the offence. Where an Undertaking fails to comply with the terms of the settlement, the Minister or his delegate may request the immediate referral of the case for criminal prosecution.

What This Means for Your Business

The publication of the Implementing Regulation marks a landmark moment for UAE competition law. The New Law now has its full supporting architecture in place.

Undertakings with UAE operations or M&A exposure should treat the publication of the Implementing Regulation as the prompt to review their commercial conduct, pricing models and transaction pipelines in light of the framework described above. Deal teams in particular should note that the pre-filing obligation and review period together create a minimum planning horizon of six (6) months or more and competition law clearance should be built into transaction timetables from the outset.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.