Definitive global law guides offering comparative analysis from top-ranked lawyers
CHAMBERS GLOBAL PRACTICE GUIDES
M&A Regulation and Disputes 2026
Definitive global law guides offering comparative analysis from top-ranked lawyers
Contributing Editor Frank Aquila Sullivan & Cromwell LLP
Global Practice Guides
M&A Regulation & Disputes Contributing Editor Frank Aquila Sullivan & Cromwell LLP
2026
Chambers Global Practice Guides For more than 20 years, Chambers Global Guides have ranked lawyers and law firms across the world. Chambers now offer clients a new series of Global Practice Guides, which contain practical guidance on doing legal business in key jurisdictions. We use our knowledge of the world’s best lawyers to select leading law firms in each jurisdiction to write the ‘Law & Practice’ sections. In addition, the ‘Trends & Developments’ sections analyse trends and developments in local legal markets. Disclaimer: The information in this guide is provided for general reference only, not as specific legal advice. Views expressed by the authors are not necessarily the views of the law firms in which they practise. For specific legal advice, a lawyer should be consulted. Content Management Director Claire Oxborrow Content Manager Jonathan Mendelowitz Senior Content Reviewers Sally McGonigal, Ethne Withers, Deborah Sinclair, Stephen Dinkeldein, Vivienne Button and Sean Marshall Content Reviewers Lawrence Garrett, Marianne Page, Heather Palomino, Alison Moore, Adrian Ciechacki and Michael Irvine Content Coordination Manager Nancy Tsang Senior Content Coordinators Carla Cagnina and Delicia Tasinda Content Coordinator Joanna Chivers Head of Production Jasper John Production Coordinator Genevieve Sibayan
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Copyright © 2026 Chambers and Partners
Contents
INTRODUCTION Contributed by Frank Aquila, Sullivan & Cromwell LLP p.4
BAHRAIN Law and Practice p.8 Contributed by Al Tamimi & Co. CHINA Law and Practice p.26 Contributed by Shihui Partners
DENMARK Law and Practice p.45
Contributed by Moalem Weitemeyer Trends and Developments p.60 Contributed by Moalem Weitemeyer
TAIWAN Law and Practice p.67 Contributed by Lee and Li Attorneys-at-Law Trends and Developments p.83 Contributed by Lee and Li Attorneys-at-Law
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INTRODUCTION Contributed by: Frank Aquila, Sullivan & Cromwell LLP Sullivan & Cromwell LLP provides the highest quality legal advice and representation to clients worldwide. The firm’s record of success and unparalleled client service has set it apart for more than 130 years and made the firm a model for the modern practice of law. Today, S&C is a leader in each of its core prac - tice areas and geographic markets. The firm advises a diverse range of clients on major domestic and
cross-border M&A and corporate finance transac - tions, high-stakes litigation and corporate investiga - tions and complex regulatory, tax and estate planning matters. S&C comprises approximately 875 lawyers who conduct a seamless, global practice through a network of 13 offices located in key financial centres in Asia, Australia, Europe and the United States.
Contributing Editor
Frank Aquila has been described by The Financial Times as “one of the most influential and high-profile M&A and corporate lawyers in the U.S.”. He was profiled by The Wall Street Journal as one of the top deal makers
of 2018 and 2019 and by Insider as one of the world’s top “M&A lawyers leading the way today” in 2021. Frank has been called upon by global corporate leaders to advise on M&A, corporate governance, ESG, activism and crisis management, among other matters. He is S&C’s senior M&A partner and has served on the firm’s management committee, as global head of the M&A practice and as co-managing partner of S&C’s general practice group.
Sullivan & Cromwell LLP 125 Broad Street New York NY, USA 10004-2498 USA Tel: +1 212 558 4740 Web: www.sullcrom.com
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INTRODUCTION Contributed by: Frank Aquila, Sullivan & Cromwell LLP
Why a comparative guide matters now Cross-border M&A has always required a work - ing knowledge of different legal systems. What has changed is the intensity of regulatory intervention and the degree to which politics, industrial policy and national security considerations can determine outcomes. Competition authorities are increasingly willing to investigate complex theories of harm, scru - tinise data-driven or innovation-focused mergers, and pursue enforcement strategies that do not always track historic precedents. Meanwhile, national secu - rity screening has expanded far beyond traditional defence assets, capturing sensitive technology, criti - cal infrastructure, energy, communications, health - care supply chains, strategic real estate and access to valuable datasets. At the same time, M&A litigation has become, in many markets, both more sophisticated and more frequent. Disputes now commonly arise over termination rights, material adverse change/effect clauses, satisfaction of regulatory conditions, the parties’ obligations to seek approvals, and the adequacy of remedies offered to regulators. In some jurisdictions, transactions also face an increased risk of challenges to process, gov - ernance and disclosure. This is particularly the case in deals for listed companies and in situations involving conflicts of interest, minority shareholder concerns or contested auctions. The questions this guide is built to answer The guide is structured around the questions that arise when planning and executing M&A in this – more heavily regulated and litigated –than ever environ - ment. Contributors address, among other topics, the following. • How the enforcement environment is changing – what has shifted in the past 12 months, where authorities are intervening more actively, and what trends are emerging in the theories of harm, sec - tors of focus and procedural approach. • What laws and institutions matter most – the prin - cipal statutes, regulations and policy instruments; the responsible authorities; and how their man - dates and powers are allocated. • How far regimes reach – whether foreign-to-foreign transactions are caught, how “local effects” are
Approval Pathways and Courtroom Risks: Global M&A Regulation & Disputes This cross-border guide provides a practical, jurisdic - tion-by-jurisdiction comparison of the laws, regulatory processes and disputes that shape modern M&A. It is designed for deal-makers and counsel who need to understand not only what the rules say, but how they are applied in live transactions and contested situa - tions. Each chapter is written by leading advisers in the relevant jurisdiction and follows a structured for - mat that allows readers to quickly locate reliable guid - ance on common issues and to compare approaches across markets. M&A is now scrutinised through multiple, overlapping lenses. Traditional merger control remains central, but it increasingly sits alongside foreign direct investment (FDI) and national security screening, sector-specific change-of-control approvals, and a wider ecosystem of regulatory and private litigation risk. These regimes have become more expansive, with more procedural steps to be taken, even as they have become more important for the eventual outcome of a deal than ever. In many transactions, the legal “closing path” is no longer a single filing or a predictable timetable, but a co-ordinated programme of regulatory engage - ment across several authorities, often in multiple juris - dictions, and frequently under public and third-party pressure. This guide responds to that reality. It maps the regu - latory architecture that governs M&A approvals and the dispute landscape that follows when deals are challenged, delayed, conditioned or blocked. It is intended to be used at the points where practical deci - sions must be made: whether a transaction is notifi - able, where it should be filed, how long review may take, what substantive concerns are likely to arise, which remedies are realistically negotiable, and how to allocate risk in the transaction documents. Just as importantly, it addresses what happens when those processes become contentious – whether between the parties; with regulators; or through court proceed - ings brought by shareholders, competitors or other stakeholders.
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INTRODUCTION Contributed by: Frank Aquila, Sullivan & Cromwell LLP
assessed, and how extraterritorial enforcement risk is managed. • How parallel regimes interact – sequencing, co- ordination, information-sharing, and how to man - age inconsistent demands or timelines across regulators. Regulatory strategy and early risk assessment Effective regulatory planning begins before signing. Parties need to identify likely filing obligations, assess substantive exposure, and determine which authori - ties will be most influential. This includes understand - ing not only thresholds and formal jurisdiction, but also informal expectations, such as when voluntary filings are “strongly recommended”, and when pre- notification engagement is essential to keep a trans - action on track. Regulatory timetables can dictate deal viability. The guide provides practical insight into review phases and timelines and the information requirements that often expand during an investigation. It explains the purpose and practice of pre-notification, what authori - ties tend to focus on in early engagement, and how parties can reduce execution risk through coherent document strategy and internal preparedness. Substantive analysis in merger control: theories of harm and remedies Substantive analysis has become a vital part of merg - er control, particularly where transactions involve digital ecosystems, vertical integration, conglomer - ate effects, nascent competition or innovation. The guide covers the applicable substantive tests and how they are applied in practice, the theories of harm most commonly examined, and the evidentiary expecta - tions around efficiencies and failing firm arguments. National security screening, geopolitical sensitivity and sectoral approvals The guide explains how FDI and national security regimes are structured, what triggers filings, when voluntary notifications are advisable, and how mitiga - tion measures are imposed ranging from governance controls and information barriers to local data stor - age, operational restrictions or carve-outs of sensitive assets
In regulated sectors such as financial services, energy, telecoms, aviation and media, sectoral regulators can have decisive influence. The guide summarises the approval processes, typical timelines, the substantive standards applied (such as prudential soundness and fitness and propriety), and how sectoral reviews are co-ordinated with merger control and national security screening. It also flags practical pitfalls that repeatedly disrupt timelines, such as incomplete filings, insuffi - cient stakeholder planning or overly rigid transaction documentation. Disputes: from deal friction to courtroom outcomes Even well-planned deals can become contentious. The guide therefore treats disputes as a core feature of modern M&A, not an afterthought. It covers M&A litigation relating to substantive deal issues, including the frequency and types of disputes, challenges to governance and disclosure, broken- deal litigation, and disputes over termination rights and conditions. It analyses how courts and tribunals approach material adverse change/effect clauses, what standards are applied to efforts obligations, and how disputes over remedies or regulatory strategy are resolved. It also surveys the forums commonly used – courts, arbitration and specialist tribunals – and the availability of interim relief, specific performance, injunctions and damages. Separate attention is given to litigation relating to reg - ulatory decisions, including judicial challenges to pro - hibitions, conditional clearances and fines. The guide addresses standing (including third-party access), the standard of review and deference to regulators’ technical assessment, the availability of suspensive relief pending appeal, and how public law challenges interact with private damages actions. Finally, the guide examines private enforcement and competition/regulatory claims connected to M&A con - duct – such as gun-jumping, information exchange and alleged co-ordination – alongside collective actions, limitation issues, causation and quantifica - tion. It also considers settlement pathways, mediation and arbitration, recognising the growing role of ADR in high-stakes disputes.
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INTRODUCTION Contributed by: Frank Aquila, Sullivan & Cromwell LLP
Outlook and practical guidance The concluding section of each Law and Practice chapter looks forward. Contributors outline expected legislative, policy and enforcement developments over the next 12–24 months and provide practical tips for planning transactions: how to build credible regulatory narratives, when to engage authorities, how to structure documentation to handle divergent outcomes, and how to anticipate cross-border and geopolitical complications (including sanctions and sensitive investor issues). *** This guide is intended to be both a reference and a working tool. It provides the key information needed to plan and execute transactions and offers a network of trusted experts across jurisdictions who understand the local realities behind the rules. We thank the con - tributors for their time, insight and practical judgment.
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BAHRAIN
Iran
Bahrain
Qatar
Law and Practice Contributed by: Rad El Treki, Noor Al Rayes, Aayush Kainya and Mohamed Al Sari Al Tamimi & Co.
Saudi Arabia
U.A.E.
Contents 1. Trends p.10 1.1 Regulatory and Enforcement Environment p.10 1.2 Key Trends p.10 1.3 Key Industries p.11 2. Regulatory Architecture p.12 2.1 Main Sources of Law and Policy p.12 2.2 Competent Authorities p.12 2.3 Scope and Extraterritorial Reach p.12 2.4 Relationship Between Regimes p.13 3. Merger Control – Jurisdiction and Filing p.13 3.1 Transactions Subject to Merger Control p.13 3.2 Notification Thresholds p.14 3.3 Mandatory v Voluntary Filing p.14 3.4 Timing of Notification and Standstill Obligations p.14 3.5 Exemptions and Simplified Procedures p.15 4. Merger Control – Procedure and Substantive Assessment p.15 4.1 Review Phases and Timelines p.15 4.2 Information Requirements and Pre-Notification p.15 4.3 Substantive Test p.16 4.4 Theories of Harm and Key Issues p.16 4.5 Efficiencies and Failing Firm Defence p.16 4.6 Remedies and Commitments p.16 4.7 Third-Party Participation p.17 4.8 Confidentiality and Transparency p.17 4.9 Appeals and Judicial Review of Merger Decisions p.17 5. FDI and National Security Screening p.17 5.1 Existence and Objectives of FDI/National Security Regime p.17 5.2 Scope of Transactions and Investors p.18 5.3 Triggers and Thresholds p.18 5.4 Mandatory v Voluntary Filings p.18 5.5 Procedure and Timelines p.18 5.6 Substantive Criteria and Risk Factors p.18 5.7 Mitigation Measures, Conditions and Prohibitions p.18 5.8 Enforcement and Sanctions p.19 5.9 Transparency, Confidentiality and Judicial Review p.19
6. Sectoral and Other Regulatory Approvals p.19 6.1 Regulated Sectors Requiring Approval p.19 6.2 Approval Process and Timelines p.19 6.3 Substantive Standards and Discretion p.20 6.4 Interaction With Merger Control and FDI/National Security Reviews p.20 6.5 Practical Issues and Common Pitfalls p.20 7. Deal Structuring, Risk Allocation and Conduct Pending Closing p.20 7.1 Conditions Precedent and Long-Stop Dates p.20 7.2 Efforts Standards and “Hell or High Water” Clauses p.20 7.3 Risk Allocation Mechanisms p.21 7.4 Interim Operating Covenants and Gun-Jumping Risk p.21 7.5 Multi-Jurisdictional and Multi-Regulator Co-Ordination p.21 8. M&A Litigation and Disputes – Substantive Deal Issues p.21 8.1 Frequency and Types of M&A Litigation p.21 8.2 Challenges to Deal Process, Governance and Disclosure p.22 8.3 “Broken Deal”, MAC/MAE and Conditions Litigation p.22 8.4 Disputes Over Regulatory Efforts and Remedies p.22 8.5 Forum, Procedure and Remedies p.22 9. M&A Litigation Relating to Regulatory Decisions p.23 9.1 Judicial Challenges to Regulatory Actions p.23 9.2 Standing and Access to Courts p.23 9.3 Standard of Review and Deference to Regulators p.23 9.4 Interim Relief and Suspension of Decisions p.23 9.5 Interaction With Damages and Other Civil Actions p.23 10. Private Enforcement and Competition/ Regulatory Claims p.23 10.1 Follow-On and Standalone Actions p.23 10.2 Collective and Class Actions p.24 10.3 Limitation Periods, Causation and Quantification p.24 10.4 Settlements, ADR and Arbitration p.24 11. Outlook and Practical Guidance p.24 11.1 Expected Legislative, Policy and Enforcement Developments p.24 11.2 Practical Tips for Deal-Makers and Counsel p.25 11.3 Cross-Border and Geopolitical Considerations p.25
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BAHRAIN Law and Practice Contributed by: Rad El Treki, Noor Al Rayes, Aayush Kainya and Mohamed Al Sari, Al Tamimi & Co.
Al Tamimi & Co. is a full-service commercial law firm that combines knowledge, experience and expertise in 17 offices across ten countries to ensure its clients have access to the most commercially sound and cost-effective legal solutions. The corporate, com - mercial and M&A team has worked on many of the country’s highest-profile and most complex projects. The team in Bahrain comprises nine lawyers focused on commercial advisory, transactional and corporate structuring, making this one of the largest on-the-
ground corporate teams in Bahrain. The team advises clients on various commercial issues, drafting com - mercial agreements that align with global best prac - tices yet are enforceable under relevant local laws. The lawyers advise clients on corporate governance reforms, whether self-imposed by private compa - nies or mandatory for public clients. They regularly work with global-leading major financial houses and conglomerates concerning significant domestic and cross-border transactions.
Authors
Rad El Treki is a UK-qualified partner and heads Al Tamimi’s Bahrain Office, with over 20 years’ experience practicing in the UK and across the GCC region. Rad leads the Bahrain office’s highly ranked corporate
Noor Al Rayes is a partner and head of Al Tamimi’s litigation practice in Bahrain, with over 15 years’ experience in Bahrain and GCC countries. She has the right of attendance before Bahraini courts up
practice, delivering a diversified and broad corporate commercial offering with expertise in corporate finance, corporate structuring, group re-structurings, cross-border M&A and JVs. Rad has experience advising on corporate aspects of big- ticket state-mandated project financings, particularly within the energy/O&G sector. His extensive experience includes the start-up and scale-up space, advising entrepreneurs, incubation and acceleration centres, private equity firms and venture capitalists in Bahrain and the wider region. He also regularly delivers related presentations, mentoring, coaching and workshops.
to the Cassation and Constitutional Courts – the highest courts in Bahrain. She has advised and represented local and international clients including banks; financial institutions; insurance, oil and gas, and construction companies; and other commercial local companies in both litigation and arbitration disputes. She has consistently advised and represented government, semi-government and private clients in ad hoc and institutional arbitration, internationally and domestically. Noor has advised on general banking and commercial law arbitrations, compliance and regulatory matters, etc.
Aayush Kainya is a qualified England and Wales solicitor with experience advising on corporate mergers and acquisitions, joint ventures, private equity and venture capital deals across various sectors including real
Mohamed Al Sari is a qualified England and Wales solicitor and an associate in the dispute resolution department at Al Tamimi & Company, based in the Manama office. He has hands-on experience advising on and
estate, life sciences, energy and AI. He has particular expertise in private M&A and joint ventures. He is a member of Al Tamimi & Co’s corporate team in Bahrain. Prior to joining Al Tamimi, Aayush worked at a leading law firm in Mumbai and the London office of a leading global law firm.
assisting with contentious matters across civil, commercial and employment disputes, with a particular focus on litigation under Bahraini law. Mohamed is involved in drafting pleadings, legal memoranda and notices, as well as supporting case strategy and court proceedings. His practice reflects a strong understanding of local legal frameworks and a detail-oriented approach to dispute resolution, with a focus on delivering practical and effective outcomes for clients.
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BAHRAIN Law and Practice Contributed by: Rad El Treki, Noor Al Rayes, Aayush Kainya and Mohamed Al Sari, Al Tamimi & Co.
Al Tamimi & Co. Office 13B, 13th Floor PO Box 60380 Bahrain Financial Harbour Suite 1304, Building 1459 Manama Bahrain Tel: +973 1710 8919 Fax: +973 1710 4776 Email: info@tamimi.com Web: www.tamimi.com
1. Trends 1.1 Regulatory and Enforcement Environment The investment and regulatory landscape in Bahrain has evolved significantly over the last 12 months. As of January 2026, the environment has shifted from a primarily tax-neutral, traditional framework to one that is increasingly modernised, digitised and integrated into global fiscal standards. The most notable changes involve a complete over - haul of the Commercial Companies Law, the introduc - tion of a sophisticated international court system and a historic pivot towards corporate taxation. 1.2 Key Trends A Modernised Corporate Framework The enactment of Decree-Law No 38 of 2025, amend - ing a raft of provisions of the Commercial Companies Law, has had an impact on how M&A transactions are structured and governed. One of the most critical changes for investors is the introduction of “shadow” or “defactor” manager liabil - ity. Regulators now look beyond formal board titles to hold anyone who exercises actual influence over a company’s management personally liable for negli - gence or legal violations. This has added a significant layer of due diligence for parent companies and pri - vate equity sponsors who historically operated with a more “hands-off” approach to their Bahraini sub - sidiaries.
Also relevant in this context, the former list of spe - cific breaches which could render managers (now including persons actually managing the company), promoters, partners, shareholders, board members and named managers liable has been replaced with a broader test – specifically, where such persons have created obligations upon the company as a result of their negligence or breach of law or breach of the pro - visions of the constitutional documents of the com - pany. Furthermore, the law has introduced much-needed flexibility for deal-makers. Single-shareholder closed joint stock companies (CJSCs) are now permitted, eliminating the previous need for “nominee” share - holders to meet the two-party minimum. Governance has also officially moved into the digital age: virtual board meetings and electronic voting are now the default legal standard, greatly simplifying the administrative burden for international investors man- Perhaps the most profound change in the last year is Bahrain’s transition away from being a “tax-free” juris - diction. While the 15% domestic minimum top-up tax (DMTT) for large multinational enterprises (those with revenues exceeding EUR750 million) became effec - tive on 1 January 2025, the conversation has recently accelerated. In late December 2025, the Cabinet referred a draft law to the legislature to introduce a 10% corporate income tax (CIT) for local companies with annual revenues over BHD1 million. Although full aging Bahraini assets from abroad. The Shift to a Taxable Environment
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BAHRAIN Law and Practice Contributed by: Rad El Treki, Noor Al Rayes, Aayush Kainya and Mohamed Al Sari, Al Tamimi & Co.
implementation is targeted for 2027, this announce - ment has already fundamentally altered M&A valua - tions and financial modelling for deals currently in the pipeline. Additionally, a new draft corporate tax law is currently set for review by the Bahrain Parliament, and is due to be implemented in 2027. Some key headlines include the following. • Who it applies to: Resident legal persons on worldwide business income, and non-residents to the extent attributable to a Bahrain permanent establishment. Withholding tax (WHT) applies to Bahrain‑source income paid to non‑residents. Res - ident natural persons not carrying on a business, government entities and qualifying non‑profits are exempt. • Entry thresholds: The regime applies where, in a tax period, revenues exceed BHD1 million or tax - able income exceeds BHD200,000 (regardless of revenues). The first tax period begins on or after the law’s effective date (targeted from 2027 per the explanatory memorandum). • Rates and base: CIT at 0% on the first BHD200,000 of taxable income and 10% on tax - able income above BHD200,000. Taxable income starts from accounting profit (International Financial Reporting Standards (IFRS) or prescribed stand - ards) with statutory adjustments (eg, exemptions, non‑deductibles and depreciation per regulations). • WHT: Applies to Bahrain‑source income paid to non‑residents; 0% on dividends. Rates and cat - egories for other items (including interest, royalties, services and similar payments) will be set in regula - tions. WHT is final on the covered income, with quarterly filing/remittance by the withholding agent; phased WHT registration is to be set by ministerial decision. Judicial Sophistication and M&A Litigation The environment for resolving high-stakes M&A dis - putes has been transformed by the launch of the Bah - rain International Commercial Court (BICC) in Novem - ber 2025. Modelled after the Singapore International Commercial Court (SICC), the BICC allows for pro - ceedings in English and features a bench of renowned international judges. Most notably, a landmark agree -
ment now allows BICC judgments to be appealed to an international committee of the SICC. This “Singa - pore link” provides a level of legal certainty and inter - national standard-setting that was largely absent 12 months ago, making Bahrain a more attractive seat for cross-border transactional disputes. Merger Control and Foreign Direct Investment (FDI) While Bahrain remains highly open to foreign invest - ment, the Competition Protection Authority (CPA) has become more assertive in its oversight. Under the 2018 Competition Law, the CPA has sharpened its focus on “economic concentration”. For a merger to require notification today, it typically must involve a change of control where the resulting entity holds a market share of at least 40% (or 60% for a group). While these thresholds have not changed in the last year, the CPA’s procedural rigour and the integration of these checks into the Sijilat portal have made “com - petition clearance” a mandatory and time-sensitive milestone in almost every major local acquisition. 1.3 Key Industries In the financial space, the Central Bank of Bahrain (CBB) has intensified its oversight of market consoli - dation, particularly as the industry responds to the new 15% global minimum tax. Meanwhile, the information and communications technology (ICT) sector continues to be a focal point for national security reviews; as Bahrain accelerates its Data Hub initiative, any acquisition involving criti - cal digital infrastructure or dual-use technology now triggers a dual-track approval process involving both the Telecommunications Regulatory Authority (TRA) and the National Cybersecurity Centre to ensure the resilience of the Kingdom’s digital borders. The healthcare and logistics industries have also seen a spike in regulatory activity, though driven more by domestic policy shifts and competition enforcement. The 2025 roll-out of mandatory health insurance for the private sector has sparked a wave of consolida - tions among clinics and third-party administrators, leading to the CPA’s first significant interventions to prevent economic concentration in specialised medi - cal services.
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BAHRAIN Law and Practice Contributed by: Rad El Treki, Noor Al Rayes, Aayush Kainya and Mohamed Al Sari, Al Tamimi & Co.
In the logistics and manufacturing sectors, the expan - sion of the gold licence programme has streamlined FDI, but it has simultaneously introduced stricter post- closing monitoring. Investors in these sectors may now be particularly wary of the new “shadow manager” liability, as many of these firms operate under regional management hubs where de facto control is often exercised from outside Bahrain, a practice that now carries signifi - cant litigation risk under the latest amendments to the Commercial Companies Law. The regulatory landscape for M&A in Bahrain is anchored by a tiered structure of primary legislation and specialised sector-specific resolutions, many of which have been fundamentally reshaped by the 2025 reforms. At the foundational level, the Commercial Companies Law (Decree-Law No 21 of 2001) serves as the primary statute (most recently modernised by Decree-Law No 38 of 2025). For FDI and national security screening, Bahrain does not utilise a standalone Committee on Foreign Investment in the United States (CFIUS)-style act but instead integrates screening into the commercial reg - istration ( Sijilat ) process managed by the Ministry of Industry and Commerce (MOIC). Under this frame - work, any foreign acquisition is subject to a mandatory security clearance by the Ministry of Interior (MOI), which assesses transactions against public order and national security interests. This is often supplement - ed by the Golden License policy framework, which provides an expedited track for major projects but requires adherence to strict capital and employment “substance” requirements. 2. Regulatory Architecture 2.1 Main Sources of Law and Policy Public M&A is tightly governed by Volume 6 (Capi - tal Markets) of the CBB Rulebook, specifically the takeovers, mergers and acquisitions (TMA) module, which dictates the conduct of offerors and targets in the listed space.
Sector-specific approvals continue to be governed by the CBB Law (Decree No 64 of 2006) for the financial sector, Law No 21 of 2015 for private healthcare facili - ties (National Health Regulatory Authority; NHRA) and the Telecommunications Law for ICT deals, with each regulator issuing its own “no objection” certificates as
a condition precedent to closing. 2.2 Competent Authorities Merger Control: The CPA
Merger control is primarily managed by the CPA, which currently operates under the umbrella of the MOIC. The CPA is responsible for assessing economic concentrations (which include mergers, acquisitions and certain joint ventures) that meet the statutory thresholds of a 40% market share for a single entity or 60% for a group. The authority has the power to block transactions that significantly reduce market competition, impose structural or behavioural rem - edies (such as divestments), or grant exemptions if the public interest or economic benefits outweigh the anti-competitive harm. In exceptional cases, the MOIC may override a prohibition based on “public interest” considerations, subject to Cabinet approval. Sectoral Approvals: The CBB, NHRA and TRA For transactions in regulated industries, power is allocated to specialised sectoral bodies that oper - ate independently of the general competition regime. The CBB is the most powerful of these, overseeing all “changes of control” in the financial sector where an acquirer reaches a “qualified participation” (typically 10% or more). Similarly, the NHRA must approve any change in ownership for hospitals or clinics, focusing on clinical standards and facility licensing. The TRA exercises similar powers over ICT infrastructure, often conducting its own competition test specific to the telecom market. These regulators have the authority to revoke licences or impose heavy fines (up to BHD1 million in the case of the CBB) if a deal proceeds with - out their prior written no objection. 2.3 Scope and Extraterritorial Reach No response has been provided in this jurisdiction.
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BAHRAIN Law and Practice Contributed by: Rad El Treki, Noor Al Rayes, Aayush Kainya and Mohamed Al Sari, Al Tamimi & Co.
2.4 Relationship Between Regimes Extraterritoriality in Merger Control
Sector-Specific Impacts The effective extraterritorial application is most aggressive in the financial services and telecommu - nications sectors. The CBB requires prior approval for any acquisition of a qualified participation (10% or more) in a licensed financial institution. This applies regardless of whether the transaction happens at the level of the local bank or at the level of its foreign par - ent. Similarly, the TRA maintains a veto over changes in control of international groups that hold Bahraini licenses, viewing offshore transactions as potentially impacting the Kingdom’s critical digital infrastructure and national security. 3. Merger Control – Jurisdiction and Filing 3.1 Transactions Subject to Merger Control Under the Competition Law, any transaction that results in a change of control (whether direct or indi - rect) falls within the scope of the regulator, provided it meets the market share or turnover thresholds. The regime captures a wide array of transaction types, which are broadly categorised as follows. Share and Asset Deals Share deals refers to any transfer of stocks or equity that allows the acquirer to exercise decisive influence over the target’s strategic decisions (such as appoint - ing the board or approving the budget). Regarding asset deals, the regime specifically includes the transfer of assets, rights or obligations. This means that buying a competitor’s business divi - sion, customer list or even intellectual property rights can constitute an economic concentration if those assets enable the buyer to exercise market control. Full-Function Joint Ventures The creation of a joint venture is subject to merger control if it performs all the functions of an autono - mous economic entity on a lasting basis. For a joint venture to be notifiable, it must have its own man - agement and sufficient resources (staff, assets and finance) to operate independently in the market. If a joint venture is merely a vehicle for a specific project or lacks its own independent presence, it may still be
The primary instrument for merger control, Law No 31 of 2018 (the “Competition Law”), explicitly adopts the effects doctrine. According to Article 2, the provisions of the law apply to any conduct or arrangement that is intended to, or results in, the prevention, restriction or distortion of competition within Bahrain. This applies even if the parties involved are not established in the Kingdom or if the economic activities are carried out abroad. In practice, if two international entities with no physi - cal presence in Bahrain merge, but their combined sales into the Bahraini market exceed the market share thresholds (40% for a single dominant posi - tion or 60% for a collective one), the CPA asserts the right to review the deal. Over the past year, the CPA has become more diligent in monitoring global “mega-mergers” in sectors like pharmaceuticals and digital services, where offshore consolidation directly impacts the choice and pricing available to Bahraini consumers. FDI and National Security Nexus The FDI and national security regime, managed through the Sijilat system and overseen by the MOI, typically requires a local nexus, such as a Bahraini subsidiary or a commercial licence, to trigger a formal filing. However, the scope of what constitutes a “local interest” has expanded. Under Decree-Law No 38 of 2025, the focus has shifted towards the ultimate ben - eficial owner (UBO) and shadow managers. If a foreign-to-foreign transaction results in a change of control at the top of a global parent company, and that parent company owns a strategic asset in Bah - rain (such as a telecommunications stake or a port operation), the change must be reflected in the local commercial registry. This indirect change of control triggers a mandatory security re-screening of the new global owners. Failure to notify the MOIC of such an offshore shift can lead to the suspension of the local entity’s commercial licence or substantial administra - tive fines.
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BAHRAIN Law and Practice Contributed by: Rad El Treki, Noor Al Rayes, Aayush Kainya and Mohamed Al Sari, Al Tamimi & Co.
3.3 Mandatory v Voluntary Filing As mentioned in the foregoing, merger notification is strictly mandatory and suspensory for any transac - tion that qualifies as an economic concentration and meets the statutory market share thresholds. Even if a transaction does not technically hit the thresholds, filing (or at least seeking a formal no objec - tion letter) may be judicious in the following circum - stances. • Ambiguous market definitions: In niche or emerg - ing sectors – such as specialised healthcare or fintech – where market data is scarce, the CPA may define the market more narrowly than the par - ties do. If there is any risk that the CPA’s calcula - tion could push the parties over the 40% mark, a voluntary notification provides deal certainty and prevents a post-closing investigation. • Vertical integrations in sensitive sectors: If a deal involves an entity acquiring its own supplier or distributor (eg, a major food importer acquiring a retail chain), the CPA may investigate the deal ex officio (on its own initiative) even if market shares are low. This is particularly true in sectors linked to the gold licence initiative or national food and health security. • Transactions involving shadow managers: Under the 2025 corporate law amendments, if an acquisi - tion gives a foreign parent de facto control over a Bahraini entity without a majority of shares, the transparency requirements are now much higher. Filing ensures that the shadow manager status is disclosed and cleared upfront, mitigating future litigation risks. 3.4 Timing of Notification and Standstill Obligations Technically, there is no fixed post-signing deadline (eg, within 30 days of signing). Instead, the timing is dictated by the intended closing date. Once one files, a “standstill” or “suspension” period begins. During this time, the entities must remain entirely separate and independent in the market.
scrutinised under the rules prohibiting anti-competi - tive arrangements rather than merger control. Minority Acquisitions Acquiring a minority stake (less than 50%) is not exempt if it results in de facto control. If a minority shareholder is granted veto rights over strategic mat - ters – such as the business plan, senior management appointments or major investments – the transaction is viewed as a change of control. In the last year, the CBB has been particularly vigilant, requiring prior approval for any qualified participation of 10% or more in financial institutions, regardless of whether it carries board control. 3.2 Notification Thresholds As mentioned in the foregoing, the jurisdictional thresholds for merger control are primarily centred on market share and the concept of economic concen - tration rather than rigid transaction values or global turnover figures. Under the Competition Law, a man - datory notification is triggered if a transaction results in a change of control that creates or enhances a dominant position within the Kingdom. A dominant position is statutorily defined as a mar - ket share of 40% or more for a single undertaking, or a collective share of 60% or more for two or more undertakings (such as in a joint venture or a group acquisition). Additionally, the CPA exercises broad discretion to review any transaction that might “sig - nificantly reduce competition”. In practice, this means any deal where the combined entity would be the larg - est player in its niche is now being treated as de facto notifiable by sophisticated practitioners to avoid the risk of post-closing unwinding or fines of up to 10% of annual sales. It is important to distinguish the general competition regime from the stricter CBB requirements for the financial sector. For banks, insurance firms and invest - ment houses, the threshold is significantly lower: any acquisition of a “qualified participation” – defined as 10% or more of the shares or voting rights – requires prior written approval.
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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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BAHRAIN Law and Practice Contributed by: Rad El Treki, Noor Al Rayes, Aayush Kainya and Mohamed Al Sari, Al Tamimi & Co.
agreement (SPA) or a signed memorandum of under - standing (MOU). Substantively, the filing must include a detailed market analysis that defines the relevant product and geo - graphic markets, identifies key competitors and cal - culates the market shares that trigger the 40% (single- entity) or 60% (group) thresholds. Pre-notification contact with the CPA is not a statutory requirement but is considered critically important in the 2026 regulatory environment to ensure a complete filing. These informal consultations typically focus on clarifying whether a transaction truly constitutes an economic concentration, confirming the CPA’s view on market definitions and identifying potential public interest concerns early on. Discussing these elements upfront helps avoid the risk of the Authority stopping the clock on the 90-day review period due to missing data. Furthermore, for complex vertical integrations or deals in sensitive sectors like food security, pre-filing discussions allow parties to propose voluntary com - mitments or remedies, often leading to a smoother, more predictable clearance once the formal clock begins. 4.3 Substantive Test Please refer to the responses in the foregoing. 4.4 Theories of Harm and Key Issues The CPA primarily examines theories of harm centred on unilateral effects, assessing whether the merged entity can independently raise prices or reduce quality by removing a direct competitor (particularly when the 40% dominance threshold is met). Given Bahrain’s strategic focus on the National Digital Economy Strategy 2030 and food security, the Author - ity has increasingly scrutinised vertical foreclosure – where a merger might allow a company to restrict its rivals’ access to essential upstream inputs (like food imports) or downstream distribution channels (like retail networks). 4.5 Efficiencies and Failing Firm Defence Parties can rely on efficiencies and, increasingly, the failing firm defence, though the CPA maintains a high evidentiary bar for both. For efficiency claims, parties
must demonstrate that the merger will lead to lower prices, improved product quality or enhanced techni - cal progress (innovation) that is “merger-specific” and directly benefits consumers. Regarding the failing firm argument, the CPA’s 2026 practice aligns with international standards: the par - ties must provide rigorous evidence that the target firm would inevitably exit the market without the merg - er, that there are no less anti-competitive alternative purchasers and that the assets would exit the mar - ket entirely if the deal were blocked. In practice, the Authority treats these as “rebuttals” rather than auto - matic exemptions, requiring detailed audited financial distress reports and counterfactual economic model - ling during the pre-notification phase to ensure that clearing the deal is less harmful to the Bahraini market In Bahrain, the CPA has broad discretion to impose structural, behavioural or hybrid remedies as a con - dition for clearing a transaction that would otherwise be rejected for its anti-competitive impact. Structural remedies, such as the divestiture of specific business units or local assets to an independent third party, are generally favoured for horizontal mergers because they provide a permanent “clean break” solution to market concentration. Behavioural remedies, which might include price caps, non-discrimination obliga - tions or “firewall” commitments to protect sensitive data, are more commonly applied in vertical integra - tions to prevent foreclosure. In complex deals, the CPA may utilise a hybrid approach, requiring a com - pany to sell off a local distribution branch while simul - taneously committing to long-term supply agreements for its competitors to ensure market stability during the transition. The negotiation and monitoring of these remedies are handled through a collaborative but formal administra - tive process within the MOIC. Parties are encouraged to propose “voluntary commitments” during the pre- notification phase or early in the 90-day review period to address identified concerns proactively. than allowing the target to collapse. 4.6 Remedies and Commitments
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BAHRAIN Law and Practice Contributed by: Rad El Treki, Noor Al Rayes, Aayush Kainya and Mohamed Al Sari, Al Tamimi & Co.
4.7 Third-Party Participation Third parties such as competitors, customers and suppliers serve as critical sources of market intelli - gence, primarily through formal “market testing” and the right to lodge complaints. The CPA is empowered to solicit information from any person or entity to eval - uate the competitive impact of a deal; in practice, this often involves the CPA issuing written questionnaires to key customers and rivals to verify market shares, barriers to entry and the potential for price increases. While there is no mandatory public hearing, third par - ties with a “legitimate interest” can proactively submit complaints or observations that may trigger a deeper investigation or the adoption of specific remedies. Notably, the 2022 decision to unwind a completed merger following a competitor’s complaint under - scores the significant weight the Authority gives to third-party grievances. 4.8 Confidentiality and Transparency The handling of confidential information is a strictly guarded administrative process, while it can be said that overall transparency remains relatively limited compared to more established Western regimes. Under the Competition Law, the CPA is legally bound to protect business secrets and proprietary data gath - ered during an investigation, and officials can face criminal penalties for the unauthorised disclosure of sensitive information. In practice, parties must submit non-confidential versions of their filings and market studies, which the CPA may use for market testing or limited public consultation. Transparency regarding the publication of decisions is still evolving; while the law permits the Authority to publish its final rulings, in practice, only summa - ry results or major landmark decisions are typically made public, often with sensitive commercial details redacted. Furthermore, unlike the EU system, there is no auto - matic right for third parties to access the file, and the CPA maintains high discretion over which documents are shared with intervenors, prioritising the protection of the notifying parties’ competitive standing during the 90-day review period.
4.9 Appeals and Judicial Review of Merger Decisions Any party affected by a merger control decision – including prohibitions, conditional clearances or administrative fines – has a two-tiered avenue for challenge: an initial administrative grievance followed by judicial appeal. Under the Competition Law, parties may first file a grievance directly with the MOIC within 15 days of the decision. If the grievance is rejected (or met with silence for 30 days), an appeal can be lodged before the High Court (Administrative Division) within 60 days. 5. FDI and National Security Screening 5.1 Existence and Objectives of FDI/National Security Regime There is no standalone FDI Act, but national security screening is a mandatory, integrated part of the com - mercial licensing process administered through the Sijilat system, where the shareholders of a Bahrain entity are individuals in their personal capacities. Pursuant to the Commercial Companies Law and Min - isterial Decision No 40 of 2021, all entities are subject to Bahrain’s foreign ownership framework and must comply with the applicable regulatory requirements. While the government of Bahrain has significantly liberalised the investment regime and permits up to 100% foreign ownership across the majority of com - mercial activities, certain regulated sectors continue to be subject to ownership restrictions. By way of example, activities such as manpower supply require 100% Bahraini ownership, while specific trading and commercial activities require the participation of at least one share owned by a Bahraini or Gulf Coop - eration Council (GCC) national shareholder. In such cases, the Bahraini or GCC shareholder must be a natural person or a legal entity that is owned, directly and ultimately at every level, by GCC nationals. In addition, where individual shareholders are involved, the MOI mandates the issuance of a security clear - ance as a prerequisite to approval. Accordingly, the MOIC will not approve a new commercial licence or any change in ownership structure unless the
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