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Introduction

As the UAE continues to position itself as a global hub for investment and innovation, merger control has emerged as a key legal checkpoint for businesses seeking to grow through acquisitions or consolidation.

In 2025, the legal landscape in the UAE surrounding M&A (Mergers & Acquisitions) is becoming more sophisticated, reflecting global best practices while remaining responsive to the region’s unique economic dynamics.

This article explores the legal framework, regulatory expectations, and practical challenges of merger control in the UAE, offering businesses and legal advisors’ critical insights into navigating approvals, avoiding pitfalls, and completing deals successfully.

1. What is Merger Control and Why It Matters in the UAE

Merger control refers to the regulatory review of M&A transactions to ensure they do not harm market competition or create dominant monopolies.

In the UAE, merger control is enforced by the Ministry of Economy (Department of Competition) under the Federal Competition Law. Any transaction that may significantly impact market structure must be pre-notified and approved before execution.

2. Legal Framework Governing Merger Control in the UAE

The regulatory regime is based on:

• Federal Law No. 4 of 2012 on Competition
• Amended by Federal Law No. 14 of 2020
• Executive Regulation (2023 update) – in force since early 2024

This framework applies to all businesses with a competitive presence in the UAE, including free zone companies and foreign firms with local market activity.

3. When Is a Merger Subject to Approval?

A merger must be notified if it may lead to a dominant market position.

Notification Threshold:

• If the combined market share of the merging entities exceeds 40% in the relevant UAE market.

The Process Includes:

• Filling a merger notification request.
• Undergoing market impact analysis.
• Receiving conditional or unconditional clearance, or in some cases, rejection.

Executing a merger without prior approval may result in fines, legal challenges, or even nullification of the transaction.

4. What’s New in 2025?

2025 brought notable reforms to the UAE’s merger control environment:

• Digital Transformation: The Ministry launched an online portal to streamline the filing and review process.
• Stronger Oversight of Tech Deals: More scrutiny is now applied to transactions involving AI, data, and fintech companies.
• Greater Transparency: Non-confidential summaries of major rulings are now published, providing valuable market insight.

5. Practical Challenges for Businesses in the UAE

Despite regulatory progress, several practical and legal challenges remain:

• Cross-border Confusion: Even foreign deals can trigger UAE merger control if they affect local competition.
• Defining the Relevant Market: Particularly complex in digital and e-commerce sectors.
• Diverse Legal Structures: Free zones vs. mainland entities can complicate share calculation and jurisdictional analysis.

6. Role of Legal Advisors in Navigating Merger Control

Legal counsel plays a central role in:

• Assessing deal risk
• Preparing accurate market analysis
• Drafting merger notification files
• Structuring transactions for compliance
• Liaising with regulators

7. Real-World UAE Examples (2024–2025)

• A fintech acquisition was delayed for 6 months pending clearance due to data dominance concerns.
• A logistics merger required asset divestiture in Dubai and Abu Dhabi to gain approval.
• An AI startup deal was approved only after submitting behavioral commitments to protect market competition.

Conclusion: Compliance is the New Competitive Edge

Merger control in the UAE is no longer a box-ticking exercise. It’s a strategic legal pillar for deal success. With proper planning, transparency, and legal expertise, companies can accelerate their M&A plans while maintaining regulatory peace of mind.

Recommendations:

• Assess merger thresholds early in the deal process.
• Understand local competition definitions.
• Monitor legal updates from the Ministry of Economy.
• Include legal advisors from the start, not the end.