UAE Trends and Developments Contributed by: Ahmed Ibrahim, Malack El Masry and Maryam Quadri, Ibrahim N Partners
Ministerial Decree No 3 of 2025 introduced clear filing thresholds. Notification to the Ministry of Economy is required where either: • combined annual UAE sales exceed AED300 mil - lion; or • combined market share exceeds 40% in the rel - evant market. Transactions meeting these thresholds require notifi - cation at least 90 days prior to completion. The filing obligation applies prior to implementation of the eco - nomic concentration, and completion may not occur until clearance is obtained or the statutory review period has lapsed in accordance with the law. The introduction of defined criteria represents regula - tory maturation. Prior to these clarifications, uncer - tainty over filing triggers created interpretive risk. The new framework aligns the UAE more closely with established merger control regimes globally. Compe - tition Law also empowers the Ministry of Economy to review the competitive effects of notified transac - tions and to issue approvals, conditional approvals, or prohibitions based on its assessment of competitive impact. Implications for transaction timing Merger control analysis must now be integrated at the outset of deal planning. This affects: • indicative offer structuring; • exclusivity periods; For cross-border transactions, UAE merger control may now sit alongside EU, UK or US filings, requiring co-ordinated global clearance strategies. The 90-day pre-completion notification window intro - duces timing discipline. Regulatory sequencing has become a core element of execution planning. Risk allocation and documentation Competition clearance risk must be allocated contrac - tually. Transaction documents may address: • conditions precedent; • long-stop dates; and • interim operating covenants
• responsibility for filing; • co-operation obligations; • allocation of remedy risk; and • termination rights if clearance is denied.
The Competition Law therefore influences not only regulatory analysis but also commercial negotiations. Parties must consider whether the transaction confers “control” within the meaning of the law, as this assess - ment directly affects notification obligations. Importantly, it does not determine how ownership transfers are implemented. That remains governed by the CCL. The two frameworks operate in tandem: one defining when regulatory approval is required; the other defining how control is transferred once approv - al is obtained. Market behaviour: structural reform and deal trends Legal reform reshapes behaviour. The refinement of corporate and competition frameworks is already Institutional capital increasingly prioritises exit clar - ity at the time of entry. The codification of drag and tag rights embeds exit infrastructure into the statu - tory regime rather than leaving it solely to contractual innovation. Sponsor-backed platforms, minority growth invest - ments and staged funding rounds benefit directly from this predictability. Mid-market acceleration Clear competition thresholds may encourage activity in mid-market transactions operating below notifica - tion triggers. influencing transaction patterns. Exit-focused investment structures High-growth sectors, such as technology, artificial intelligence, renewable energy, healthcare and logis - tics, frequently involve multiple shareholder classes and structured minority stakes. These capital struc - tures depend on enforceable alignment mechanisms. The enhanced CCL framework seeks to support these sectors.
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