UAE Competition Compliance Guide: Anti-Competitive Agreements, Dominance, and Merger Filing 

Key Points

• Competition law compliance should form part of everyday commercial decision-making rather than being considered only during investigations or mergers.
• Agreements with competitors, information sharing, pricing discussions, and distribution arrangements should be reviewed regularly to identify potential competition law risks.
• Businesses with significant market influence should assess whether their commercial practices could restrict competition, particularly when introducing exclusive arrangements or aggressive pricing strategies.
• Market definition is the starting point for determining both merger notification obligations and the assessment of market power under the UAE competition framework.
• Mergers, acquisitions, restructurings, and joint ventures should undergo competition law review early in the transaction process to minimise regulatory delays.
• Exemptions are available only where businesses can demonstrate objective economic benefits supported by appropriate commercial and economic evidence.
• Establishing internal competition compliance procedures helps reduce enforcement risks and supports consistent commercial decision-making across the organisation.
• Competition law assessments often require legal, commercial, and economic analysis rather than relying solely on turnover or market share figures.

Prohibited Agreements Between Competitors

Competition law risks frequently arise through routine commercial interactions rather than formal cartel arrangements. Discussions during trade association meetings, exchanges of commercially sensitive information, coordination between competitors, joint bidding activities, or informal understandings regarding customers or pricing can all create regulatory exposure where they reduce independent competition. Businesses should therefore assess not only written agreements but also day-to-day commercial communications that could be interpreted as coordinated conduct under the Competition Law.

The conduct that the Competition Law specifically identifies as prohibited between competitors includes:

• Fixing purchase or sale prices directly or by establishing the basis for calculating prices
• Dividing markets, customers or geographic areas between competitors
• Limiting or controlling production, sales, technical development, or investment
• Coordinating bids in procurement, tender, or auction processes
• Restricting access to inputs, distribution channels, raw materials, or technology in ways that exclude other competitors

The Competition Law adopts a broad interpretation of what constitutes coordination between competitors. Formal contracts are not required for enforcement. Commercial behaviour that demonstrates a shared understanding between competing businesses may attract regulatory scrutiny where it limits competitive independence or influences market outcomes. Businesses involved in trade associations, industry forums, strategic partnerships, or collaborative projects should establish clear internal protocols governing the exchange of commercially sensitive information.

Effective competition compliance extends beyond legal documentation. Sales teams, procurement personnel, senior management, and commercial decision-makers should receive regular guidance on identifying high-risk discussions and recognising situations where legal advice should be obtained before engaging with competitors. Developing a documented compliance programme can significantly reduce regulatory exposure while supporting transparent commercial practices.

Abuse of Dominant Position

A strong market position is not, by itself, a competition law concern. The focus of the UAE competition framework is whether a business uses its market influence in a way that restricts competition, limits customer choice, or prevents competitors from competing fairly. Businesses with significant market power should therefore assess commercial strategies from a competition compliance perspective, particularly when introducing exclusive arrangements, pricing initiatives, or long-term contractual commitments.

When assessing market power, the Ministry of Economy considers both quantitative and qualitative factors. While market share remains an important indicator, it is only one element of the overall assessment. Competitive advantages arising from technology, financial resources, customer relationships, control over distribution channels, or barriers to entry may also influence whether a business is considered to hold a dominant position in the relevant market.

Conduct that may constitute abuse of dominance includes:

• Predatory pricing: Setting prices below cost to eliminate or weaken existing competitors or deter new market entry.
• Exclusive dealing: Requiring distributors, retailers, or customers to deal exclusively with the dominant business where this substantially restricts competitors’ access to the market.
• Discriminatory pricing or trading terms: Offering materially different prices or commercial conditions to comparable trading partners without objective justification.
• Tying and bundling: Making the purchase of one product or service conditional upon buying another unrelated product or service.
• Margin squeeze: Applying wholesale pricing structures that prevent downstream competitors from competing effectively in the retail market.

Businesses with substantial market influence should periodically review pricing policies, distribution arrangements, rebate programmes, exclusivity provisions, and customer incentive schemes to ensure they remain commercially justifiable and consistent with competition law requirements. Internal legal review becomes increasingly important as market share grows or where businesses operate in highly concentrated sectors.

How Merger Notification Works

Competition law review should begin during the earliest stages of transaction planning rather than immediately before signing or completion. Whether a transaction involves an acquisition, merger, restructuring, or joint venture, businesses should first determine the relevant product and geographic market before assessing whether notification thresholds are met. Early competition analysis helps identify potential filing obligations, minimises transaction delays, and supports more effective deal planning.

The notification assessment is based on two independent thresholds. Meeting either threshold may require notification to the Ministry of Economy before the transaction is completed.

Although the notification thresholds are clearly defined, their application depends on accurately identifying the relevant market. Businesses should avoid relying solely on overall UAE revenue or transaction value when determining whether a filing is required. Market definition often requires commercial and economic analysis, particularly in industries where products, services, or geographic markets may be narrowly defined.

For complex or cross-border transactions, businesses should conduct competition law assessments alongside financial, tax, and regulatory due diligence. Integrating merger control analysis into transaction planning helps reduce execution risk and avoids unexpected regulatory issues shortly before completion.

Exemptions: Available but Not Automatic

The Competition Law provides an exemption mechanism for certain arrangements that generate measurable economic benefits without unnecessarily restricting competition. However, obtaining an exemption is an evidence-based process rather than a routine administrative approval. Businesses seeking relief should be prepared to demonstrate that the arrangement delivers clear efficiencies, supports innovation or technical development, benefits consumers, and imposes only those restrictions necessary to achieve those objectives.

Supporting documentation plays an important role in the assessment process. Depending on the circumstances, applicants may need to provide market studies, commercial agreements, financial information, economic analysis, and other evidence that substantiates the claimed efficiencies. Applications supported only by general commercial justifications are unlikely to satisfy the Ministry’s assessment requirements.

Cabinet Decision No. 59 of 2026 also introduced sector-specific exemptions, including a Block Exemption for exclusive dealing arrangements in food promotion and delivery through digital platforms. Businesses operating within eligible sectors should carefully review whether their commercial arrangements fall within the scope of the relevant exemption or whether an individual application remains necessary.

Before relying on an exemption, businesses should evaluate whether the commercial arrangement genuinely satisfies the statutory conditions and maintain appropriate supporting documentation to demonstrate ongoing compliance if requested by the Ministry.

Frequently Asked Questions

Disclaimer

Sources and References

1. 1
   https://moe.gov.ae/En/MediaCenter/News/Pages/FDL36-2023.aspx
2. 2
   https://uaecabinet.ae/
3. 3
   https://moe.gov.ae/
4. 4
   https://moe.gov.ae/En/OurActivities/Pages/Competition.aspx
5. 5
   https://gulfnews.com/
6. 6
   https://www.arabianbusiness.com/
7. 7
   https://www.khaleejtimes.com/
8. 8
   https://www.thenationalnews.com/

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