UAE Law and Practice Contributed by: Alex Saleh, Asad Ahmad, Khaled Abu Orabi and Khaled al-Khashab, GLA & Company
The Competition Threshold Rules define “dominance” and set out the relevant antitrust and merger control filing thresholds. The SME Definition Decision, on the other hand, is lim - ited to defining small and medium enterprises exempt from the application of the Competition Law. Both the Competition Law and the Competition Regu - lations are, in theory, largely based on EU Competition Law and reflect many elements of international best- practice norms (including in the US). However, it could also be said that the thresholds in Cabinet Resolution No 3 of 2025 determine the dominance and notifi - cation thresholds for economic concentration opera - tions; they do not limit the general applicability of the Decree-Law, which is higher than that of most (if not all) jurisdictions in the Gulf and Middle East region. Antitrust and merger control rules and restrictions under the UAE Competition Legislation do not apply to undertakings in the Abu Dhabi Global Market (the “ADGM”) or the Dubai International Financial Centre (the “DIFC”). This is despite Article 3 of the Competi - tion Law stating that it will apply to all undertakings with regard to their economic activities in the UAE and the exploitation of intellectual property rights inside or outside the UAE, thereby affecting competition in the UAE. The reason why the UAE Competition Legislation does not apply to undertakings in the financial free zone areas can be legally justified by Article 121 of the UAE Constitution, which enabled the UAE fed - eration to create financial free zones in the UAE and most importantly, to exclude the application of certain Federal Laws in these zones. Federal Law No 8 of 2004 on Financial Free Zones in the UAE also states that financial free zones are exempt from all Federal civil and commercial laws. Neither the ADGM nor the DIFC have separate leg - islation to regulate antitrust or merger control. It is therefore safe to assume that the UAE Competition Legislation only applies to onshore UAE undertakings and excludes financial free zone undertakings unless the activities or transactions taking place via an under -
taking based in either of the two financial free zones (ie, the ADGM or the DIFC) affect competition in the UAE mainland, whether directly, indirectly or through an onshore-based subsidiary. 1.2 Legislation Relating to Particular Sectors Sectors and Exemptions The UAE Competition Legislation applies to all under - takings operating in the UAE, as well as to activities that take place abroad and affect competition in the UAE and to the commercial activities and transactions of both local and international undertakings. The following are exempt from the UAE Competition Legislation. • Any agreement, practice or action related to a spe - cific good or service where the authority to regulate competition rules is granted, by virtue of another law that includes provisions related to regulating the rules and procedures for considering anti-com - petitive practices and instances for their exemption and economic concentration operations, to a sec - toral regulatory body, unless the sectoral regulatory body requests the ministry take over this matter, in whole or in part, in writing and the ministry agrees to this. • Establishments owned by the Federal government and which are specified in a Cabinet Decision which has been approved by a minister, together with the relevant authority. • Establishments owned by the local government of one of the seven emirates, operating within the emirate and which are determined by a decision issued by the government of the emirate. The Competition Law provides no other exemptions. With that being said, a restructuring exemption is implied by the definition of economic concentration under the Competition Law (see 2.3 Types of Transac- tions ) and the requirement of a change of control. In the event a transaction does not fall within the defini - tion of economic concentration, a mandatory merger control filing is therefore not triggered. Small and Medium Enterprises (SMEs) The Competition Law repealed the exemption for SMEs contained in Law No 4 of 2012.
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