UAE Competition Rules 2026: What Joint Venture, Collaboration and M&A Lawyers Need to Know

The UAE competition law framework has entered a new operational phase in 2026 with the issuance of Cabinet Decision No.59/2026, the long-awaited Executive Regulations implementing Federal Decree‑Law No.36/2023 on the Regulation of Competition. For deal teams structuring joint ventures, collaboration agreements and acquisitions with a UAE nexus, the Regulations introduce concrete notification mechanics, prescribed timelines and joint-filing obligations that did not previously exist in actionable detail. This guide provides an urgent, practical playbook covering thresholds, drafting safeguards and step-by-step compliance workflows designed for in‑house counsel, private-equity sponsors and M&A advisors.

Quick-answer summary for deal teams:

• Notification is now compulsory when prescribed turnover and market-share thresholds are met, closing without clearance risks substantial fines and potential unwinding of the transaction.
• Full-function joint ventures are treated as economic concentrations (mergers) under the Decree‑Law and typically require joint notification by the parent entities before implementation.
• Collaboration and commercial agreements must be carefully drafted to avoid classification as anti-competitive agreements, information-sharing, exclusivity and non-compete provisions all carry heightened scrutiny under the 2026 framework.

Background: Federal Decree‑Law No.36/2023 and Cabinet Decision No.59/2026 (Executive Regulations)

Federal Decree‑Law No.36/2023 on the Regulation of Competition replaced the earlier Federal Law No.4 of 2012, modernising the UAE’s antitrust framework to align with international standards promoted by the OECD and UNCTAD. The Decree‑Law broadened the definition of prohibited practices, introduced a mandatory pre-closing merger-control regime and granted the Ministry of Economy enhanced enforcement powers. However, many of its operative provisions, including the precise notification mechanics, filing timelines and exemption procedures, were delegated to executive regulations that would be issued by Cabinet decision.

Cabinet Decision No.59/2026 fulfils that delegation. Issued on 8 May 2026, the Executive Regulations 2026 flesh out the procedural architecture of the merger-control regime, specify the information requirements for filings, set review-period timescales and detail the conditions under which the Ministry may grant exemptions from the prohibition on anti-competitive agreements.

Key Definitions to Know

• Undertaking. Any natural or juridical person carrying out economic activity, including entities operating within free zones, the definition is functionally broad and captures special-purpose vehicles commonly used in cross-border M&A.
• Economic concentration. A merger, acquisition or the creation of a joint venture that leads to a lasting change in the control structure of an undertaking, this is the gateway concept for mandatory notification.
• Dominant position. The ability of an undertaking (alone or jointly) to control a relevant market or to substantially influence it, governance rights in a JV can trigger dominance analysis.
• Concerted practice. Any coordination between undertakings that falls short of a formal agreement but has the object or effect of restricting competition, pre-deal information sharing can, if poorly managed, be characterised as a concerted practice.
• Relevant market. Defined by both product scope and geographic scope; the Executive Regulations provide further guidance on how market boundaries are delineated for filing-threshold calculations.

Timeline of Adoption and Key Dates

Practical note: The distinction between competition law and UAE company law (Federal Decree‑Law No.32/2021 on Commercial Companies) is important. Company-law amendments govern corporate governance and formation requirements, whereas UAE competition law addresses market conduct, anti-competitive agreements and merger control. Both regimes may apply simultaneously to a JV or acquisition, deal teams must run parallel compliance checks.

Merger Control in 2026: Thresholds, Filing Tests and Procedures

The merger-control regime under Federal Decree‑Law No.36/2023, now operationalised by the Executive Regulations 2026, introduces a mandatory, suspensory notification system. Parties to a qualifying economic concentration must file with the Ministry of Economy and obtain clearance before closing.

Who Must Notify and When

Notification obligations attach to the undertakings involved in the economic concentration. In a straightforward acquisition, the acquirer bears the primary filing responsibility. For mergers structured as share-for-share exchanges, the merging parties typically file jointly. For full-function joint ventures, the parent entities file jointly, this is a critical point that the Executive Regulations clarify for the first time at the procedural level.

Industry observers expect the Ministry to treat pre-notification engagement favourably, particularly for complex cross-border transactions where the parties can demonstrate good faith and provide comprehensive market data early in the review process.

Filing Thresholds

Under the Decree‑Law, notification is triggered when an economic concentration meets the prescribed turnover and market-share tests. The Executive Regulations further specify how these thresholds are calculated, including the treatment of intra-group turnover and the geographic attribution of revenue to the UAE market.

Deal team action: When calculating whether thresholds are met, include all UAE-sourced turnover of the acquirer and target (or JV parents), not just revenue booked through UAE-incorporated entities. Free-zone revenue is captured.

Practical note: The Executive Regulations contemplate both mandatory and potentially voluntary filings. Where a transaction falls below mandatory thresholds but may raise competition concerns due to market structure (for example, in a concentrated sector), voluntary notification can provide legal certainty and reduce post-closing enforcement risk.

Joint Ventures and Collaboration Agreements: What Triggers UAE Competition Law Risks

Joint ventures and collaboration agreements present unique challenges under UAE competition law because they sit at the intersection of merger control and the prohibition on anti-competitive agreements. The classification of a JV as an economic concentration (subject to merger notification) or as a commercial collaboration (subject to the rules on restrictive agreements) depends on its structural and functional characteristics.

Full-Function JV vs Commercial Collaboration, Test and Examples

A full-function joint venture is one that performs, on a lasting basis, all the functions of an autonomous economic entity. It has its own management, access to sufficient resources (including finance, staff and assets), and operates on the market in its own right, not merely as an auxiliary to its parents’ businesses. Under the Decree‑Law, the creation of such a JV constitutes an economic concentration and triggers the merger notification obligation if the relevant thresholds are met.

A non-full-function JV or commercial collaboration, such as a research-and-development partnership, a co-marketing arrangement or a shared-services agreement, does not amount to an economic concentration. However, its terms are subject to scrutiny under the provisions prohibiting anti-competitive agreements if they contain clauses that fix prices, allocate markets, limit production or otherwise restrict competition.

The practical distinction matters enormously for deal structuring. If a JV is designed as full-function, the parties face a merger-filing obligation and potentially a suspensory review period before operations can commence. If it can be structured as a non-full-function collaboration, the filing obligation is avoided, but the underlying agreement must still be drafted to avoid infringing the anti-competitive agreements prohibition.

Carve-Outs and Ring-Fencing: How to Design to Avoid Notification

Where parties wish to collaborate without triggering merger notification, the JV’s scope can be deliberately limited so that it does not meet the full-function test. Key design principles include:

• Limit the JV’s autonomous market presence. If the JV sells exclusively to or through its parents rather than to third-party customers, it is less likely to be characterised as a full-function entity.
• Retain key functions within the parents. Keep procurement, sales, HR and strategic decision-making within the parent entities rather than delegating them to the JV.
• Set a defined term. A collaboration with a fixed and relatively short duration (rather than an indefinite mandate) is less likely to constitute a “lasting” change of control.
• Ring-fence competitively sensitive information. Use clean-team protocols and information barriers to prevent commercially sensitive data from flowing between competing parents through the JV structure.

Sample Red Flags in Term Sheets

Deal teams reviewing JV or collaboration term sheets should flag the following provisions for competition-law review:

• Exclusive supply or distribution obligations that foreclose competitors from accessing a market or channel.
• Price-setting or recommended-pricing clauses that could amount to horizontal or vertical price fixing.
• Customer or territorial allocation provisions that divide markets between the JV parents.
• Non-compete clauses that extend beyond the scope reasonably necessary to protect the JV’s business or that apply after termination of the collaboration.
• Information-sharing provisions that allow future pricing, capacity or strategic plans to be exchanged between competitors without clean-team safeguards.
• Veto rights over competitive activity that give one parent the ability to block the other’s independent market conduct.

Sample clause preview, safe wording: “Each Party shall establish and maintain information barriers to ensure that Competitively Sensitive Information received in connection with the JV is disclosed only to authorised personnel on a need-to-know basis and is not used for any purpose outside the scope of the JV.”

Sample clause preview, risky wording: “The Parties shall share all business plans, pricing strategies and customer lists to ensure alignment of the JV’s commercial approach with the Parties’ broader market strategies.” This wording creates a clear risk of being characterised as facilitating a concerted practice between competitors.

Deal Process and Practical Timelines for M&A and Joint Venture Deals

The Executive Regulations 2026 introduce structured review timelines that directly affect deal timetables. Understanding these windows is essential for setting realistic signing-to-closing periods and for drafting appropriate conditions precedent in transaction agreements.

Practical Workflow for Deal Teams

1. Pre-LOI screening. Run an internal competition assessment to determine whether the transaction is likely to meet notification thresholds. Include UAE-sourced turnover of all parties and assess market-share positions in overlapping product and geographic markets.
2. LOI / term-sheet stage. Insert a competition-clearance condition precedent. If the transaction involves a full-function JV, specify joint-filing responsibilities and cost allocation for the notification process.
3. Pre-notification engagement. For complex transactions, engage with the Ministry of Economy informally before filing. Early engagement can identify information gaps and reduce the risk of stop-the-clock requests during the formal review.
4. Filing and Phase I review. Submit the notification with all required information and supporting documents. The Ministry conducts an initial assessment within the prescribed Phase I period.
5. Phase II (if triggered). If the Ministry identifies competition concerns, the review enters a deeper Phase II investigation with an extended timeline. Parties may be invited to propose remedies (behavioural or structural) during this phase.
6. Clearance and closing. Upon clearance (unconditional or with conditions), the transaction may proceed to closing. Do not implement any aspect of the economic concentration before clearance, this includes exercising operational control, integrating systems or exchanging competitively sensitive information beyond clean-team protocols.

Deal team action: When drafting the SPA or JV agreement, include a competition-clearance condition precedent with a realistic long-stop date that accommodates a potential Phase II review. Specify information-cooperation obligations between the parties and allocate filing fees and advisory costs clearly.

Competition Compliance and Drafting: Clauses, Carve-Outs and Safeguards

Effective competition compliance under UAE competition law begins at the drafting stage. Clauses in JV agreements and collaboration contracts must be designed from inception to withstand regulatory scrutiny and to avoid classification as anti-competitive agreements under Federal Decree‑Law No.36/2023.

Compliance Checklist for Commercial and Operational Clauses

• Information-sharing clauses. Restrict the scope of shared data to what is strictly necessary for the JV’s operations. Exclude forward-looking pricing, bidding strategies and individual customer data. Mandate clean-team arrangements where the JV parents are competitors.
• Non-compete provisions. Limit the geographic scope and duration to what is directly related to and necessary for protecting the JV’s business. Overly broad or indefinite non-competes may be treated as market-allocation agreements.
• Exclusivity clauses. Ensure that any exclusivity granted to or by the JV is proportionate and time-limited. Blanket exclusivity across all product lines or territories raises significant competition risk.
• Governance and veto rights. Review whether any governance provision gives a minority shareholder the ability to exercise decisive influence over the other parent’s competitive conduct outside the scope of the JV, such rights can trigger a change-of-control analysis.
• Termination provisions. Include clear sunset clauses for restrictive covenants upon exit. Post-termination non-competes should be narrowly scoped and time-limited.

Sample safe clause, information barriers: “No Competitively Sensitive Information shall be disclosed to any representative of a Party who is not a member of the designated Clean Team. Each Party shall maintain a written Clean Team Protocol, a copy of which shall be provided to the JV Board prior to the Effective Date.”

Sample risky clause, unrestrained data sharing: “The Parties shall exchange all market data, including current and prospective pricing, to ensure seamless coordination of the JV’s commercial strategy.” This provision creates a direct risk of facilitating price coordination between competing parents.

Remedies, Penalties and Mitigation Strategies

Federal Decree‑Law No.36/2023 establishes a robust penalty framework. Undertakings that implement a notifiable economic concentration without obtaining clearance, or that enter into anti-competitive agreements, face financial penalties that can be calculated as a percentage of the undertaking’s annual revenue. The Decree‑Law also empowers the Ministry of Economy to order the unwinding of a completed transaction or to impose behavioural and structural remedies.

Fines and Administrative Remedies

How to Seek an Exemption

The Decree‑Law permits the Ministry to grant exemptions from the prohibition on anti-competitive agreements where an agreement contributes to improving production or distribution, or to promoting technical or economic progress, while allowing consumers a fair share of the resulting benefit. The Executive Regulations set out the application procedure, including the information and economic evidence that must be submitted to support an exemption request.

Deal team action: If a collaboration agreement contains provisions that may be classified as restrictive, assess whether an exemption application is viable before execution. Engage with the Ministry early and prepare economic justification demonstrating consumer benefit.

Practical Checklists and Playbooks for In-Deal Use

Pre-Deal Screening Checklist

• Calculate combined UAE-sourced turnover of all parties (including free-zone revenues).
• Assess overlapping product and geographic markets and estimate combined market shares.
• Determine whether the transaction constitutes an economic concentration under the Decree‑Law.
• If a JV: assess whether it meets the full-function test or qualifies as a non-full-function collaboration.
• Identify any vertically related markets where the parties have significant presence.

JV Term-Sheet Drafting Checklist

• Specify the JV’s scope, functions and degree of autonomy, is it full-function?
• Define information barriers and clean-team obligations before any data exchange occurs.
• Limit non-compete and exclusivity clauses to what is directly related to the JV’s business.
• Review governance provisions for veto rights that could constitute decisive influence.
• Include a competition-clearance condition precedent with realistic timelines.

Red-Flag Risk Matrix

Closing Checklist, Competition Clearance Conditions Precedent

• Confirm that all required competition filings have been made and acknowledged as complete by the Ministry.
• Verify that clearance (unconditional or conditional) has been obtained and that any conditions have been documented.
• Ensure that no aspect of the economic concentration has been implemented prior to clearance (no gun-jumping).
• If conditional clearance: confirm that remedy commitments are reflected in the transaction documents and operational plans.
• Archive all filing correspondence, clearance decisions and supporting economic analyses for post-closing compliance records.

Conclusion and Next Steps for Deal Teams

The 2026 Executive Regulations mark a turning point for UAE competition law enforcement. Merger control is now fully operational, filing obligations are concrete, and the penalties for non-compliance are significant. Deal teams working on acquisitions, disposals, joint ventures and commercial collaborations with any UAE nexus must integrate competition-law screening into their transaction workflows from the earliest stages. For specialist guidance on structuring transactions that comply with the 2026 framework, consult the Global Law Experts lawyer directory for the United Arab Emirates.

Sources

1. UAE Legislation Portal, Federal Decree‑Law No. (36) of 2023 (Competition Law)
2. UAE Ministry of Economy & Tourism, Regulation of Competition Legislations
3. UAE Government Portal, Cabinet Decisions and Publications
4. Dubai Legal Training, Competition and Anti-Dumping Laws in the UAE
5. OECD, Competition and Merger Control Guidance
6. UNCTAD, Competition and Consumer Protection Policy