UAE Trends and Developments Contributed by: Ahmed Ibrahim, Malack El Masry and Maryam Quadri, Ibrahim N Partners
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UAE M&A: From Liberalisation to Institutional Strength The UAE’s M&A market is no longer defined solely by growth, capital inflows and liberalisation. It is increas - ingly characterised by the deliberate refinement of an already robust corporate and legal architecture under - pinning modern deal practice. For more than a decade, reform in the UAE focused on market access by relaxing foreign ownership restrictions, modernising governance standards and encouraging capital formation. The trajectory of cur - rent reform reflects continuity rather than disruption. The present stage of reform is more structural. It is concerned with institutionalising predictability in ownership transitions, embedding enforceable exit mechanisms, and defining regulatory boundaries with greater precision. At the centre of this shift lies Federal Decree-Law No 20 of 2025, amending Federal Decree-Law No 32 of 2021 on Commercial Companies (CCL). The amend - ments move beyond liberalisation and instead recali - brate the internal mechanics of shareholder control, minority protection and co-ordinated exits. Complementing this evolution, Federal Decree-Law No 36 of 2023 on the Regulation of Competition and Ministerial Decree No 3 of 2025 (the “Competition Law”) introduce defined merger control thresholds and formalise oversight of economic concentration. The introduction of clear thresholds reflects not only regulatory maturation but also institutional confidence
in structured and disciplined oversight. Together, these reforms redefine both the regulatory perimeter and structural mechanics of transactions in the UAE, shaping how deals are structured, documented, risk- allocated and executed. The Competition Law applies to economic concentration transactions that result in a transfer of control, whether through share acqui - sitions, asset transfers or other arrangements con - ferring decisive influence, thereby capturing a broad spectrum of M&A activity. Alongside these reforms, sovereign wealth fund activ - ity, sector-driven consolidation and steady investment continue to reinforce the UAE’s position as both a regional deal hub and a master of capital. The M&A reform agenda is no longer primarily about opening markets. It is about embedding deal certainty directly into the statutory framework. CCL: from liberalisation to structural sophistication Earlier waves of reform under the CCL centred on removing foreign ownership caps, enhancing govern - ance flexibility and introducing new vehicles such as special purpose vehicles and special purpose acquisi - tion companies. Those changes addressed entry. The 2025 amendments focus on exit, which is a critical yet previously underdeveloped dimension of the onshore regime. In sophisticated M&A markets, the ability to exit is often more important than the ability to invest. Private equity sponsors, venture capital funds and strategic
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