UNITED ARAB EMIRATES Law and Practice Contributed by: Yasser Omar and Laryssa Perkins, Hadef & Partners LLC
(among other things) the fund satisfying the techni - cal requirements of listing in the ADX, appointing at least one liquidity provider approved by the ADX, appointing a representative of the foreign fund in the UAE, and the approval or no objection of the regulatory authority in which the foreign fund is listed at its place of incorporation; • the DFM must comply with the requirements set out in the DFM Module Two Listing Rules, including (among other things) being listed on the main for - eign market in its place of establishment, with a net asset value of not less than AED40 million (or such other amount as the DFM deems appropriate), and an offer of no less than 30% of the total units existing as at the application date, and appointing a local representative in the UAE; and • the NASDAQD must comply with the requirements of the DFSA Markets Rules, including (among other things) being a designated fund from a recognised jurisdiction or a fund approved by the DFSA as a fund subject to equivalent regulation as that apply - ing to a public fund, and must meet the criteria specified for (as applicable) a property fund, an exchange-traded fund or an Islamic exchange- traded fund. 6. Antitrust/Competition 6.1 Applicable Regulator and Process Overview Mainland and Free Zones (Other Than Financial Free Zones) The UAE has an antitrust and merger control regime. The Ministry of Economy and Tourism (the “Ministry”) is the regulatory authority responsible for implement - ing, monitoring and enforcing Federal Decree-Law No 36 of 2023 on the Regulation of Competition (the “Competition Law”) which came into force on 28 December 2023. The UAE competition regime is also contained in the following legislative instruments: • Cabinet Decision No (3) of 2025 on the ratios relat - ed to the implementation of Federal Decree Law No 36 of 2023 (the “Threshold Resolution”); and • Cabinet Decision No 37 of 2014 on the implement - ing regulations to Federal Law No 4 of 2012 on the
Regulation of Competition, (collectively, the “Com - petition Law Framework”). Under the Competition Law Framework, unless exempted, any economic concentration requires that a merger control notification be submitted to the Min - istry at least 90 days prior to the proposed date of the relevant action taking place, where any of the fol - lowing conditions are/would be met by virtue of the relevant activity: • The total value of annual sales of the parties in the relevant market during the last fiscal year exceeds AED300 million (the current threshold set by the Threshold Resolution). • The total share of the relevant market occupied by the parties exceeds 40% (the current threshold set by the Threshold Resolution) of the total transac - tions of the relevant market (“Dominant Position”) as a result of such transaction. The Minister has 90 days to consider the applica - tion, which can be extended for a further 45 days. Until such time as the relevant activity is approved or otherwise exempted by the Minister, the parties are prohibited from completing the transaction. If the review period lapses without a decision issued by the Minister, this will be considered a rejection. The Competition Law Framework does not apply to: • any agreement, practice or action related to a specific good or service that is regulated by a federal or local body entitled to regulate, control or supervise a specific economic sector within the UAE, including the competition rules that govern that sector, unless the sectoral regulatory body and the Ministry agree for the Ministry to take over this matter (in whole or in part); • establishments owned by the federal government that are determined by a Cabinet Decision based on the Minister’s proposal after co-ordination with the relevant local authority; and • establishments owned by one of the emirates’ gov - ernments, operating within the emirate, and which are determined by a decision issued by the local government.
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