UAE Law and Practice Contributed by: Amir Alkhaja, Gerry Rogers, Daria Selivanova and Danila Kriuchkov, Habib Al Mulla & Partners
6.2 Merger Control Procedure Notification is required at least 90 days prior to completing the transaction, where either of the following applies: • combined annual UAE sales exceed AED300 million (approximately USD 81.7 mil - lion) during the last fiscal year; or • combined UAE market share exceeds 40%. The Ministry has 90 days, extendable by 45 days, to decide. Silence equals rejection – ie, no response within deadline means a deemed refusal. Failure to notify may attract: • fines of 2–10% of UAE revenues from the relevant goods or services; or • fixed fines between AED500,000 and AED5 million if revenues cannot be deter - mined. 6.3 Cartels Federal Decree Law No.36 of 2023 governs anti- competitive agreements and practices in the UAE. This law prohibits both horizontal and ver - tical restraints – covering agreements between competitors and arrangements across the sup - ply chain – if their object or effect is to distort, restrict or reduce competition. Key prohibited practices include: • price fixing, resale price maintenance; • market or customer allocation; • bid rigging; • production or supply restrictions, and • exchange of sensitive information among competitors. These rules apply to any “agreements” or ”con - certed practices”, whether written, oral, implicit
• imports for free zones – goods imported into a free trade zone are not charged customs duty unless they enter mainland UAE; and • re-exports – if goods are imported and then re-exported out of GCC, businesses can get duty drawback (refund). The UAE via the GCC has free trade agreements (FTAs) that eliminate or reduce tariffs with certain partners. Merger control in the UAE is governed by Feder - al Decree-Law No 36 of 2023 on the Regulation of Competition, which repealed and replaced the earlier 2012 law. The regime establishes a man - datory, suspensory filing requirement for certain economic concentrations. The law applies to any transaction constituting an economic concentration, defined as: • a full or partial transfer of ownership or usu - fruct over rights, shares, stocks, obligations or assets of an establishment; • any such transfer that leads to direct or indi - rect control by one establishment (or group) over another; and • this includes mergers, acquisitions and potentially joint ventures where such control is acquired. 6. Competition Law 6.1 Merger Control Notification The regime has extraterritorial reach and applies to all economic activities conducted within or affecting the UAE, including practices outside the UAE that have an impact on domestic com - petition.
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