backOn 20 April 2026, the UAE Cabinet adopted Cabinet Decision No. 59 of 2026, the Implementing Regulation of Federal Decree-Law No. 36 of 2023 on the Regulation of Competition (the “Implementing Regulations”).
Published in UAE Official Gazette No. 822 on 30 April 2026, the Implementing Regulations enter into force on 30 July 2026, three months after publication, and complete the framework that Cabinet Decision No. 3 of 2025 began when it set the merger control thresholds in force from 31 March 2025.
The May 2025 King & Spalding alert on those thresholds set out the architecture. This alert does the next piece of work: how the regime operates in practice across the transaction types that drive Gulf real estate dealmaking, and what each side around the table needs to do now.
What the Ministry Can Do That It Could Not Before
The Ministry of Economy has had statutory merger control powers under the 2023 Competition Decree-Law since 31 March 2025, when Cabinet Resolution No. 3 of 2025 on the Ratios Related to the Implementation of Federal Decree-Law No. 36 of 2023 took effect. From 20 July 2026, the Implementing Regulations give the Ministry the procedural toolkit to use those powers properly.
Three changes matter most.
First, a structured completeness phase. The Ministry has 10 business days to confirm a notification is complete, extendable by a further 10, with up to 10 additional days for parties to fix gaps, and the completeness review caps at 30 business days. Filings that arrive incomplete will lose weeks before the substantive clock starts.
Second, a defined third-party objection route. Interested parties have a fixed window to file substantiated objections following invitation or publication on the Ministry's website, and the Ministry then screens and processes those objections on a defined timetable, including time for notifying parties to respond. Competitors, tenants, anchor lessees and local market participants now have a procedural lever they did not have before.
Third, investigative reach. The Ministry can conduct on-site inspections in connection with a merger review and can investigate transactions that crossed a threshold but skipped the filing, but there is no general call-in power for sub-threshold deals. A transaction that crossed a threshold and did not file remains exposed indefinitely.
Sanctions for failure to notify sit at 2 to 10 per cent of UAE revenues , and fines exist to for gun-jumping where revenues cannot be determined. Deemed rejection applies if the Ministry does not decide within the statutory window.
Two quantitative thresholds drive the filing obligation: an economic concentration must be notified if either:
- the total value of annual sales of the undertakings concerned in the relevant market in the UAE exceeds AED 300 million during the last fiscal year; or
- their total share exceeds 40 per cent of transactions in that relevant market during the last fiscal year.
Where the Regime Bites in Gulf Real Estate
The instinct that competition law is for consumer goods, banking and telecoms is wrong. The thresholds are sector-neutral and turn on UAE revenues or UAE market share in a properly defined market. The transactions below are the ones most likely to generate filings in Gulf real estate.
- Sovereign-to-sovereign and sovereign-to-strategic platform sales
Large transfers of master-developer platforms, build-to-rent portfolios, district cooling assets and hospitality operating companies will almost always cross the turnover limb. The exemption for federally or locally government-owned entities under Article 4 of the 2023 Decree-Law is narrower than many assume: the 2023 reform removed the previous requirement that entities be owned "or controlled" by the government, so partial-state ownership without government ownership will not qualify. Each deal needs its own exemption analysis. Assuming exemption based on the counterparty's name is not safe.
- Branded residence and hotel operating-company carve-outs
Hotel and branded residence transactions that split between real estate title and an operating company frequently move significant UAE OpCo revenues. The OpCo leg, taken alone, can trigger the turnover threshold. Sellers structuring a carve-out as a clean separation of land from operations need to model the filing analysis on both legs.
- Master-developer joint ventures
Joint ventures meeting the economic concentration definition fall in scope. The Ministry's view of what constitutes a full-function JV is not yet tested. For real estate platforms combining landbank from one party with delivery capability from another, the filing analysis should happen at term-sheet stage. - Fund secondaries and trade exits
Real estate fund exits to strategic consolidators, and secondary trades of fund interests where the underlying is a UAE platform, can constitute economic concentrations. Auction processes need to factor merger control conditionality into bid comparability. The filing requirement and the review window must be built into exit timetables before launch, not after preferred bidder selection. - NPL acquisitions and loan-to-own structures
This is the under-covered angle. Acquisitions arising from enforcement of real estate security, debt-for-equity conversions and loan-to-own plays can each constitute an economic concentration when the underlying borrower owns a UAE platform crossing the threshold. Lenders who structured private credit facilities in 2023 and 2024 should review their enforcement playbooks now. The merger control analysis belongs in the original credit paper, not the workout file.
- Property management and brokerage consolidation
The fragmented end of the market is where the 40 per cent market share limb is most likely to apply. Luxury brokerage, branded residence operation, build-to-rent management and facilities management can each be defined as narrow product markets within narrow geographic markets, including a single emirate, a single waterfront or a single asset class. Buyers consolidating two or three platforms may find market share calculations push them over 40 per cent in the defined market even when their national share looks comfortable.
What Each Side Around the Table Needs to Do
- For the Buyer
Run the threshold analysis at LOI stage, not SPA stage. The relevant-market work determines whether the 40 per cent limb bites. Done late, it surprises the deal. Done early, it shapes the structure.
Insist on full target cooperation in the SPA. Filings now require detailed information on commercial agreements, customer concentration and competitive positioning. Sellers tend to underestimate the disclosure burden. Cooperation covenants should be specific, with timelines and consequences for breach.
Negotiate hell-or-high-water language carefully. With remedies discussions now a real prospect under the Implementing Regulations, open-ended commitments expose the buyer to forced divestments at uneconomic prices. The default position should be commercially reasonable efforts, with defined behavioural concessions only.
Calibrate the reverse break fee to the real cost of failed closing, not the statutory sanction floor. A AED 5 million reverse break fee on a billion-dirham platform deal is not credible compensation.
- For the Seller
Build the long-stop date properly. Allow 30 business days for completeness, 90 days for substantive review, 45 days for extension, plus suspension time for information requests. A six-month outside date is the practical minimum. Sellers who agree shorter outsides on notifiable deals accept deal-collapse risk for free.
Pre-populate the data room around the Ministry's expected information needs. The completeness clock rewards parties who arrive with a complete pack. A properly structured data room compresses the timetable by weeks.
Anticipate the objection lever. In auctions and bilateral sales of contested assets, expect competing platforms, anchor tenants and disgruntled bidders to consider the third-party objection route. Manage the announcement and early outreach with that in mind.
Resist asymmetric remedies allocation. Where antitrust risk sits on the buyer side, sellers should not bear remedies cost. Where it is shared, the allocation should be in clear language, not generalised efforts standards.
- For the Lender
Build the merger control analysis into the credit paper, not the enforcement playbook. A facility secured against a UAE real estate platform that crosses the thresholds carries a latent merger control exposure on enforcement. Pricing and structure should reflect it.
Document the enforcement route explicitly. Debt-for-equity, loan-to-own and security enforcement structures should be drafted with a filing scenario in mind, including standstill provisions, interim management arrangements and a route to a Ministry filing that does not require the borrower's continued cooperation.
Add covenant triggers for concentration risk. Borrowers acquiring competing platforms during the life of the facility can create merger control exposure that affects collateral value. Affirmative covenants requiring notification of bolt-on acquisitions should become standard for private credit facilities secured against UAE real estate.
Coordinate on standstill obligations during workout. Gun-jumping risk extends to information exchange and operational coordination. Lenders running parallel workouts across borrowers with competing assets need protocols.
Three Actions for the Next 60 Days
For deals signed since 31 March 2025 that have not yet closed: confirm the threshold analysis was done at signing, confirm the conditionality is correctly drafted against the deemed rejection rule, and stress-test the timetable against the 20 July 2026 commencement date.
For deals in the pipeline: build merger control diligence into structuring before drafting. Refresh SPAs, JV agreements and shareholders' agreements. Update process letters and NDAs for auctions to capture the third-party objection risk and the data room burden.
For private credit positions on UAE real estate: review the enforcement playbook against the new regime. The cost of doing this work now is trivial. The cost of discovering on day one of an enforcement scenario that closing is blocked is not.
The regime has been three years in the making. From 20 July 2026 it is fully operational. The deals that close cleanly will be the ones that planned for it from the first call.