UAE Law and Practice Contributed by: Alex Saleh, Asad Ahmad, Khaled Abu Orabi and Khaled al-Khashab, GLA & Company
apply the same interpretation as under the general principles of EU competition law. This includes the method of reflecting changes in the business during a reference period (such as other acquisitions, divest - ments or business closures). The safest approach is therefore to consult the Com - petition Department before concluding an “economic concentration” transaction where there are grounds to believe that the jurisdictional thresholds are met at the group level but not at the “undertaking” level. 2.8 Foreign-to-Foreign Transactions Foreign-to-foreign transactions by way of sale, acqui - sition or merger (whether shares or assets) are cap - tured under the auspices of the UAE Competition Leg - islation once the jurisdictional thresholds under the Competition Threshold Rules are met, regardless of the location or nationality of the parties and subject to the local effects test (ie, the parties carrying out their activity or transaction in a “relevant market” or engag - ing in activities or carrying out transactions that have harmful effects on competition in the UAE). 100% foreign ownership of UAE onshore companies is generally allowed, subject to restrictions or prohibi - tions on foreign investment for companies engaging in activities that have a strategic impact. The Economic Departments of Dubai and Abu Dhabi have published lists of more than 1,000 commercial and industrial activities which do not have a strategic impact. Companies incorporated in these emirates that are engaged in non-strategic activities may be 100% foreign-owned. 2.9 Market Share Jurisdictional Threshold Cabinet Resolution No 3 of 2025 has set the market share jurisdictional threshold for economic concen - tration at more than 40% of total transactions in the relevant market within the UAE during the last fiscal year. If that threshold is met, notification is compulsory in line with the Competition Law and the Competition Regulations. 2.10 Joint Ventures Joint ventures are subject to the same restrictions and prohibitions as any other activity or transaction. As
long as the joint venture does not contain any condi - tion making the arrangement a “restrictive agreement” or an “economic concentration”, the joint venture will not trigger any of the regulatory requirements under the UAE Competition Legislation and will not have to request an exemption from the Competition Depart - ment. If the joint venture is labelled a “restrictive agreement” or an “economic concentration”, filing the notification becomes a regulatory requirement. It is clear that filing the regulatory notification is sub - ject to meeting the jurisdictional threshold under the Competition Threshold Rules first. This requirement must be met even before checking whether the joint venture is defined as a “restrictive agreement” or whether an “economic concentration” occurs. 2.11 Power of Authorities to Investigate a Transaction Under Cabinet Resolution No 59 of 2026, the Ministry, competent authority or sectoral regulatory body may monitor an economic concentration even where the parties did not file, whether before or after completion. The authority may require the necessary data, infor - mation and documents from the parties and interested parties and must consider the impact of the concen - tration on consumer prices, quality and availability as an obligatory factor when monitoring and evaluating the transaction. 2.12 Requirement for Clearance Before Implementation Following receipt of the regulatory notification, the Competition Department will assess it and ensure that it meets the formal requirements under the Competi - tion Regulations. Cabinet Resolution No 59 of 2026 provides for a formal examination within ten business days, extendable for a similar period and authorises the authority to request additional documents within a period not exceeding ten business days from the date of notification. Legally speaking, a transaction (if it meets the reg - ulatory thresholds and is considered an “economic concentration” transaction in law) should not be com -
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