UAE Law and Practice Contributed by: Alex Saleh, Asad Ahmad, Khaled Abu Orabi and Khaled al-Khashab, GLA & Company
4.3 Reliance on Case Law Unfortunately, the UAE merger control case law is rare and not publicly available due to high thresholds that limit the Competition Law’s application. Reliance is therefore heavily weighted toward the interpretation of the UAE Competition Legislation as of the date of this guide.
• Whether there are systemic barriers affecting the entry of new competitors. • How likely is the emergence of a “dominant posi - tion” in the “relevant market”. • The extent of the potential impact on innovation, creativity and technical competence. • The extent of the contribution required to promote investment, export or support the UAE’s “under - takings′” ability to compete in the international marketplace. • The extent of the impact on consumers’ interests. Cabinet Resolution No 59 of 2026 has now supple - mented these criteria by referring to, among other things, the type and nature of the concentration, the parties’ branches and economically related under - takings, the parties’ activities, their market shares, customers and competitors, substitutability, market prices, consumer interests, market concentration before and after the transaction, entry, expansion and exit conditions and legal restrictions on the relevant economic activities. 4.2 Markets Affected by a Transaction Under the UAE Competition Law, market share is the total share of the parties’ transactions relative to the percentage of total transactions in the “relevant mar - ket” during the last fiscal year, as determined by the UAE Council of Ministers in line with the Competi - tion Threshold Rules. An “economic concentration” is created if the market share of the “undertaking(s)” exceeds 40% of the total transactions in a “relevant market” of goods or services that are interchangeable based on their price, characteristics and usage in the “relevant market”. The Competition Department will therefore usually identify the “relevant market” first and then measure the market share in terms of the aggregate turnover of the relevant “undertaking(s)” and divide it by the total value of sales of the products or services pertaining to the “relevant market”. Total transactions are not defined under the UAE Competition Legislation, but could be interpreted as meaning the combined annual turnover of the “undertaking(s)” from the total sales of the products or services pertaining to the “relevant market”.
4.4 Competition Concerns Please see 4.1 Substantive Test . 4.5 Economic Efficiencies Please see 4.1 Substantive Test . 4.6 Non-Competition Issues
Foreign investment is restricted or prohibited in seven strategic sectors, according to Cabinet Decision No 55 of 2021 on the Determination of the List of Stra - tegic Impact Activities. The restricted or prohibited sectors include: • security and defence; • banks and insurance; and • telecommunications. If the regulatory authority for the relevant sector approves an application by a foreign investor who wishes to invest in a company engaged in one of these sectors, it must determine the minimum percentage of share capital that must be held by UAE shareholders and the maximum percentage that may be held by the foreign shareholder. However, sectoral regulators and other government authorities in the UAE retain some discretion to approve or reject proposed transactions that affect competition in the UAE. For example, while the reg - ulated sectors have been excluded from the scope of application of the Competition Law, investment in these sectors (including in relation to a foreign com - pany operating through a branch in the UAE) will generally require a separate approval procedure to be undertaken with the relevant regulator (in particu - lar, to update the “undertaking’s” UAE licences and registration). Considerations in this context will not necessarily be competition-related and sectoral regulators and other
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