BAHRAIN Law and Practice Contributed by: Rad El Treki, Noor Al Rayes, Aayush Kainya and Mohamed Al Sari, Al Tamimi & Co.
The 90-Day Clock The CPA has 90 calendar days from the date of a complete application to issue a decision, where the following applies: • silent approval – if the CPA does not issue a decision within 90 days, the transaction is legally deemed approved; and • clock stops – if the CPA requests additional infor - mation, the 90-day clock is paused until the parties provide the required data. “Gun-jumping” occurs when parties implement a noti - fiable deal before receiving clearance. The CPA moni - tors for two types of violations. • Procedural: Closing the deal, transferring shares or paying the purchase price before the 90-day clock ends; and • Substantive: (i) integrating operations – merg - ing sales teams or IT systems, (ii) information exchange – sharing sensitive data (eg, future pric - ing, specific customer lists) not strictly necessary for due diligence, and (iii) exercise of control – the buyer vetoing ordinary-course-of-business deci - sions or appointing managers to the target’s board. 3.5 Exemptions and Simplified Procedures While Bahrain does not currently have a codified short-form or simplified filing procedure similar to those in the EU or Saudi Arabia, for example, the CPA facilitates an expedited review through its no objection process for transactions with no horizontal or vertical overlaps. Intra-group restructurings and incremental acquisitions that do not result in a change of control (eg, increasing a majority stake from 60% to 100%) are fundamentally exempt from notification require - ments, as they do not meet the legal definition of an “economic concentration”. Additionally, Resolution No 106 of 2018 provides spe - cific exemptions for small to medium-sized enterprises (SMEs) to encourage market participation, provided the deal does not create a dominant market position. In practice, for straightforward global deals with mini - mal local impact, practitioners strongly advise utilising pre-notification consultations with the MOIC to secure
a formal confirmation of non-applicability, which effec - tively serves as a fast-track clearance.
4. Merger Control – Procedure and Substantive Assessment 4.1 Review Phases and Timelines The merger review procedure is structured as a single- block administrative process rather than the formal Phase I/Phase II tiered system found in the EU or Kingdom of Saudi Arabia (KSA). Upon the submis - sion of a notification to the CPA – currently adminis - tered by the MOIC – the Authority conducts an initial “completeness check” to ensure all financial and mar - ket data meet the requirements of Resolution No 72 of 2019. While there is no statutory split, the review practically functions in two stages: an initial screening of simple no-overlap deals and a deeper, substantive investigation for transactions reaching the 40% (single entity) or 60% (group) market share threshold. The main statutory timeline is a 90-calendar-day peri - od from the date the application is officially declared complete. A critical feature of the Bahraini regime is the “silent approval” mechanism under Article 11 of the Competition Law: if the Authority fails to issue a written decision within this 90-day window, the trans - action is legally deemed approved, and the parties may proceed to close. However, in practice, the time - line often extends beyond 90 days due to “stop-the- clock” requests. Because the 90-day clock only starts once the filing is complete, a poorly prepared initial submission can lead to significant delays before the statutory review even begins. 4.2 Information Requirements and Pre- Notification The merger notification process is documentation- intensive, requiring a mix of corporate, financial and market-specific data. Parties must submit a formal notification form accompanied by certified corporate records (such as articles of association and updated commercial registrations), audited financial state - ments for the last three financial years and copies of the transaction documents – eg, the share purchase
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