KUWAIT Trends and Developments Contributed by: Abdulwahab Sadeq, Adel Alasousi, Ali Boshehri and Barak AlAjeel, Meysan
Overview This guide examines Kuwait’s evolving merger control regime which is enforced by the Compe - tition Protection Authority (the “CPA”), following the enactment of Law No 72 of 2020 on Compe - tition Protection (the ”Competition Law”) and its implementing regulations. It highlights the CPA’s increasingly assertive enforcement posture and explores the implications of Kuwait’s low notifi - cation thresholds, broad definition of “control” and expansive jurisdictional reach. With filing obligations triggered by minimal local turnover, even foreign-to-foreign transactions face mandatory review, adding regulatory com - plexity and procedural delay. The guide also addresses the Constitutional Court’s decision of 2025 (Petition No 5 of 2023, decided on 5 February 2025) invalidating the CPA’s blanket penalty provisions, raising questions about the proportionality of current sanctions and the need for reform. By comparing Kuwait’s regime with that of the UAE, the guide illustrates key differences in noti - fication criteria, review timeframes and sector- specific exemptions. It also examines Kuwait’s proactive role within the Arab Competition Net - work (the “ACN”) which reflects a shift towards regional competition co-ordination, although notable gaps remain in aligning local enforce - ment practices with international standards. The guide concludes with strategic recommen - dations for businesses engaging in cross-border M&A and calls for legislative refinement to align Kuwait’s framework with international standards while fostering a more transparent and investor- friendly regulatory environment.
Competition Law Over the last few years, Kuwait has implemented a modern competition regime with the Competi - tion Law. This replaced the previous Competition Law No 10 of 2007, its Executive By-laws issued in 2021 and the pivotal Resolution No 26/2021 (the “Threshold Resolution”). Together, these reforms have transformed Kuwait’s CPA into a proactive enforcer of com - petition law, with particular attention paid to merger control. This guide explores the key ele - ments of Kuwait’s merger control regime, recent enforcement trends, comparative insights with other jurisdictions and the growing legal and business implications stemming from the CPA’s expansive powers. Kuwait’s merger control regime: A broad net Under the CPA’s regime, transactions that result in a change of “control”, whether through merg - ers, acquisitions or joint ventures, must be sub - ject to notification if specific thresholds are met. These are known as ”economic concentrations” and are subject to pre-closing approval. Transactions qualifying as “economic concen - trations” include: • mergers between entities or the integration of parts of the entities; • the acquisition of direct or indirect “control” over another entity (including through shares, assets or contractual rights); and • the formation of joint ventures with perma - nent, independent commercial activity. “Control” is broadly defined under Article 1 of the Competition Law as ”the ability to exercise decisive influence on an entity”, which can be achieved through ownership rights, voting rights or contractual arrangements. The CPA assess -
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