The UAE has recently issued a new Competition Law Decree Law No. (36) of 2023 (the “New Competition Law”) which came into effect on 29 December 2023. The New Competition Law overturns the previous Competition Law Decree Law No. (4) of 2012 (the “Old Competition Law”). The main key differences can be summarized as follows:
| Features | Old Competition Law | New Competition Law |
|---|---|---|
| Control Regime | A filing requirement is only triggered for transactions where the combined market share of the relevant entities surpasses 40%. | Required to file if EITHER: The total sales of the relevant parties in the market exceeds an amount determined by the UAE Ministry of Economy (expected to be published in the next 3 months); or The combined share of the parties exceeds a percentage to be determined by the UAE Ministry of Economy (expected to be published in the next 3 months). |
| Merger Review Timeline | Filing must be submitted within 30 days prior to completion. Lack of decision is considered as implicit approval of the submission. | Filing must be submitted at least 90 days prior to completion. Lack of decision within the review period (90 days but could also be extendable by another 45 days) is considered as rejection of the submission. |
| Exemptions | Broad sectoral exemptions such as Telecom, Oil & Gas etc. Exemptions for SMEs. | Limited exemptions which mainly apply for entities owned by the UAE federal government or an Emirate state. |
| New Prohibitions | Focused on anti-competitive practices and abuse of dominance as per the Old Competition Law definitions. | Prohibits exploiting economic dependency and predatory pricing, also recognizes digital markets. |
| Features | Old Competition Law | New Competition Law |
|---|---|---|
| Merger Control Regime |
A filing requirement is only triggered for transactions where the combined market share of the relevant entities surpasses 40%. | Required to file if EITHER: The total sales of the relevant parties in the market exceeds an amount determined by the UAE Ministry of Economy (expected to be published in the next 3 months); or The combined share of the parties exceeds a percentage to be determined by the UAE Ministry of Economy (expected to be published in the next 3 months). |
| Merger Review Timeline |
Filing must be submitted within 30 days prior to completion. Lack of decision is considered as implicit approval of the submission. | Filing must be submitted at least 90 days prior to completion. Lack of decision within the review period (90 days but could also be extendable by another 45 days) is considered as rejection of the submission. |
| Exemptions | Broad sectoral exemptions such as Telecom, Oil & Gas etc. Exemptions for SMEs. | Limited exemptions which mainly apply for entities owned by the UAE federal government or an Emirate state. |
| New Prohibitions | Focused on anti-competitive practices and abuse of dominance as per the Old Competition Law definitions. | Prohibits exploiting economic dependency and predatory pricing, also recognizes digital markets. |
Effect of the New Competition Law in the Corporate World
Under the Old Competition Law, the requirement for antitrust filings were only triggered for transactions where the combined market share of the parties exceeded 40%, a threshold considerably higher than those in many international markets.
This high bar, coupled with wider exemptions for certain entities, resulted in very limited antitrust filings within the UAE. With the introduction of the New Competition Law, both the thresholds for triggering antitrust filings and the scope of entities exempt from such filings have been narrowed. This change will significantly increase the number of transactions that will be subject to antitrust clearance in the UAE.