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Main Developments in Competition Law and Policy 2025 – MENA

Nicolas Bremer (BREMER)

January 21, 2026

2025 has brought substantial developments in regulatory M&A provisions across national regimes in the Middle East and Noth Africa (MENA) Region. The UAE started enforcing their revised merger control regime, Saudi Arabia further amended merger control notification thresholds and took steps to implement FDI screening, the Kuwaiti Constitutional Court challenged the Kuwaiti authority’s power to impose fines for behavioral antitrust violations and disregard of orders of the Kuwaiti authority, the Egyptian authority provided clarifications on their new regime, the Moroccan authority expanded enforcement, and Iraq is making first moves to implement active antitrust and merger control regimes.

United Arab Emirates

New legislation providing for the introduction of revenue based notification thresholds was issued by the UAE legislator in 2023 with Federal Decree Law 36/2023 Regarding Regulation of Competition1 (UAE Competition Law) (Art. 12(1)(a) UAE Competition Law). Still, the new thresholds only came into effect in April of this year, after they were introduced by UAE Cabinet of Ministers, Ministerial Decree 3/20252.

Under the new regime, filing is required where the parties either (1) collectively have a market share of 40 percent or more, or (2) collectively have annual revenue of at least AED 300 million (approx. USD 81.7 million) in the relevant market in the UAE (Art. 12(1) UAE Competition Law in connection with Art. 3 Ministerial Decree 3/2025).

The relevant market for assessing whether the thresholds are met, is defined based on the global activities of the target.3 Hence, if for example an OEM in the automotive sector that produces both combustion engine and electric vehicles (EV), seeks to acquirer an EV manufacturer, the relevant market would be the market for EVs, even if the target does not sell to the UAE. Only the acquirer's UAE sales and market share in the UAE EV market would be relevant for assessing whether the threshold is met. Their sales of combustion engine vehicles in the UAE is irrelevant for the threshold assessment. Notification is required where the acquirer alone meets the threshold, even if the target is not active in the UAE.4

The introduction of the revenue based notification threshold has lead to a spike in filings over the past eight months. This has created considerable burdens for the Competition Department of the UAE Ministry of Economy and Tourism that oversees merger control. The authority is accessible and eager to engage. Still, they deal with staffing constraints that impact review time. Parties must consider this when planning deal timelines, and negotiating long stop dates, ticking fees, and other obligations relating to closing timeline and regulatory approvals.

Saudi Arabia

Merger control

In April 2025 the Saudi General Authority for Competition (GAC) issued the 5th edition of their Economic Concentration Review Guidelines (GAC Merger Guidelines)5. These most notably introduced amendments to the notification thresholds, and clarifications on change of control.

The monetary value of the notification thresholds remained unchanged. In an acquisition, they are met, where (1) the combined, annual worldwide revenue of the parties exceeds SAR 200 million (approx. USD 53.3 million), (2) their combined, annual Saudi revenue exceeds SAR 40 million (approx. USD 10.7 million), and (3) the target's annual worldwide revenue exceeds SAR 40 million (approx. USD 10.7 million). Following the implementation of the new GAC Merger Guidelines, the target must 'contribute' to the parties' meeting the domestic threshold element (p. 40 GAC Merger Guidelines). Thus, the target of an acquisition must have some Saudi revenue for the transaction to require notification. Still, neither the new GAC Merger Guidelines nor the GAC in subsequent discussions committed to a minimum Saudi revenue the target must have to trigger a filing obligation. Arguably to provide a meaningful local nexus corrective, the target should have to have some meaningful level of Saudi revenue to meet the threshold. Still, practice suggests that target Saudi revenue that is minor—even compared to the low domestic threshold of SAR 40 million—appears to suffice to trigger a filing obligation.

The new requirement of target revenue in Saudi Arabia does not apply to mergers (p. 40 GAC Merger Guidelines). This raises questions in respect to US acquisitions. Acquisitions in the US are often structured to include intermediate merger steps. Traditionally, the GAC has looked at these formalistically and considered them mergers regardless of the merger only being an intermediary transaction step and the overall transaction effectively being an acquisition. Until April 2025 this position had no partial implications. Now, the position taken by the GAC would lead to US acquisitions structured to include merger steps not benefiting from the requirement of Saudi revenue of the target for acquisitions. Practical experiences with the new thresholds so far suggests that the GAC still is not willing to revisit their approach and abandon the formalistic classification of such transactions as mergers in favour of an effects based assessment, qualifying them as acquisitions.

The changes to the notification thresholds do not apply to joint ventures (p. 40 GAC Merger Guidelines). Like in the case of mergers the requirement that the target must have Saudi revenue does not apply to joint ventures. Hence, like their treatment by the European Commission, joint ventures may require notification, based on the joint venture parties meeting the thresholds, even if the joint venture is not and will not be active in Saudi Arabia. Also, the target worldwide revenue element does not apply (p. 40 GAC Merger Guidelines). Thus, greenfield joint ventures continue to require notification.

Another key update introduced with the new GAC Merger Guidelines is an expanded discussion of the change of control concept. Previous versions of the Guidelines offered only a basic definition. The new version significantly expanded this section. While the expanded discussion of change of control in the new Guidelines largely codify existing practice, the edition provides welcome clarity. Pursuant to the new GAC Merger Guidelines control is an undertaking's ability to impose or block decisions related to an undertaking’s strategic or commercial operations (p. 23 GAC Merger Guidelines). Control exists where (1) an undertaking holds a majority of shares, voting rights, or other majority interest in an undertaking, (2) two or more undertakings hold equal voting or veto rights over an undertaking, or (3) an undertaking hold veto rights that allow the undertaking to exercise decisive influence over strategic decisions of the target. Decisive influence is typically established through veto rights over the target’s (1) business plans, (2) budgets, (3) appointment/removal of key executives, and (4) significant investment decisions (pp. 25 et seq GAC Merger Guidelines).

Foreign direct investment

Furthermore, there were significant developments on Saudi FDI regulations. The new Saudi Investment Law—Royal Decree M/19 of 16/1/1446H6—that came into effect in February 2025 included language that may establish comprehensive FDI screening. However, the relevant provisions remained rudimentary and did not allow for any assessment of how broad the new foreign direct investment (FDI) screening will be. The Implementation Regulations to the Saudi Investment Law—issued with Ministerial Resolution 1086 of 7/2/2025G7—also did not shed further light on the process.

The new Saudi Investment Law requires that investments in so-called ‘excluded activities’ may only go forward after they were approved by the Saudi Ministry of Investment (MISA) (Art. 8(2) Saudi Investment Law). The new Saudi Investment Law does not provide any details on how thorough investors and transactions will be reviewed during the approval process. The Implementation Regulations to the Saudi Investment Law provided limited clarification. They determine that the Standing Ministerial Committee for Examination of Foreign Investments shall issue the list of exempted activities (Art. 15 Implementation Regulations to the Saudi Investment Law)). Also, the Implementation Regulations to the Saudi Investment Law provide that the list shall include ‘prohibited’ and ‘restricted’ activities. As of writing of this post, the list is still outstanding. Hence, currently, the Saudi FDI review regime is not operational.

In addition to some clarifications on the FDI screening regime, the Implementation Regulations to the Saudi Investment Law also address the ultimate beneficial owners register contemplated in the new Saudi Investment Law. The Implementation Regulations to the Saudi Investment Law require that persons and entities investing in Saudi Arabia or change their investment position shall notify the MISA of such intentions and provide relevant information to the register (Art. 11 Implementation Regulations to the Saudi Investment Law).

Kuwait

There have been no regulatory updates of the Kuwaiti competition or FDI regulations in 2025. However, following the first gun jumping fines issued by the Competition Protection Agency (CPA) in 2024, this year brought challenges to the CPA's ability to enforce the country's antitrust regime.

The Kuwaiti Constitutional Court in two decisions challenged the authority of the CPA to impose fines. In the first decision the court found the provisions empowering the CPA to impose fines for behavioural antitrust violations were unconstitutional and, therefore, unenforceable.8In a second decision issued in 20259 the court also struck down the CPA’s authority to impose fines for parties failing to comply with their orders during an investigation. While neither decision considered the provisions authorising the CPA to issue fines for gun jumping, they do raise questions whether these provisions could also be challenged.

Egypt

Over the past 18 months since the new Egyptian merger control regime entered into force in June of 2024, the Egyptian Competition Authority (ECA) has been actively working on refining their procedures and the review process. Still, early engagement of the authority remains key. The ECA continuous to require extensive information on the parties’ activities in Egypt—even beyond the relevant market—to be provided, even in no and low issues transaction. Challenging such requests has been of limited success and lead to only some limitation of these requests. Parties need to consider this when preparing for filing in Egypt and assessing deal timelines.

The ECA issued some additional guidelines on the regime in FAQs.10These provided confirmation that a filing obligation can be triggered either by the target alone having Egyptian revenue or—in a joint venture or merger situation—at least two parties—not necessarily including the target—meeting the domestic revenue thresholds. Further FAQs confirmed the material influence test as included in the 2024 Guidelines and explicitly confirmed that foreign-to-foreign transactions are subject to the Egyptian merger control regime without exception.

The ECA also has taken action to mitigate impacts of competing jurisdictions in merger control review. The Central Bank of Egypt and the Financial Regulatory Authority continue to assume authority to review transactions in the financial sector. Still, the ECA has taken steps to harmonise procedures with both authorities and established cooperations with sector specific authorities to streamline inter agency cooperation.

Currently, Egypt remains the last hold out among COMESA Member States that does not accept the one-stop-shop principle of the COMESA merge control regime. According to this principle, where a transaction is submitted to the COMESA Competition and Consumer Commission's (CCCC), no filing to the national competition enforcers of the COMESA Member States shall be required. The ECA explicitly does not recognise the COMESA one-stop-shop principle and requires filings to be made to them where the transaction meets the criteria for filing under Egyptian law, regardless of whether a filing is made to the CCCC. Still, it remains to be seen whether the ECA will continue to maintain this position now, since the COMESA regime became mandatory and suspensory effective 5 December 2025.

Morocco

While there were no regulatory updates on the Moroccan merger control regime this year, the Moroccan Competition Commission (MCC) continued their comparatively aggressive enforcement of the Kingdom’s merger control regime. In 2024 they, for the first time, fined parties for violating remedies imposed in a clearance decision. While official numbers for 2025 are not available yet, looking at investigations announced in 2025, the MCC continued to expand enforcement of the Kingdom's merger control regime. The MCC also continued to actively enforce their antitrust regime. In 2025 they, for the first time, conducted a dawn raid as part of their investigation of abuse of dominance by Glove. The case was ultimately settled. Outside of the competition law realm there was no notable activity concerning regulatory M&A.

Jordan

There have been no regulatory amendments enacted or further guidelines provided on the Jordanian merger control or FDI regime. FDI regulations remain rudimentary and do not include FDI screening. The merger control regime continues to pose challenges for deals. In particular, the potentially very lengthy review periods caused by the board approval requirement and the board of the Jordanian authority only meeting three times a year, poses uncertainty and possible lengthy review times even in no issues filings.

Iraq

There are no active Iraqi antitrust and merger control regimes currently. Yet, recent developments suggest that the legislator is preparing for implementing active regimes. In February 2025, the Iraqi competition authority—the Competition and Antitrust Council (CAC)—signed an MoU with the Saudi GAC on cooperation in competition law matters. So far there has not been noticeable action under the MoU. Still, it demonstrates an increasing interest in antitrust and merger control of the CAC.

Furthermore, in October 2025, the CAC issued a paper considering the impact of mergers and restrictive commercial practices on companies operating in the Iraqi market. The paper for the first time provided insights into the CAC's view on the country's merger control regime including discussions of information and documents to be submitted, review timelines, and procedure for appeal of the CAC's decision.

Furthermore, the paper formulated an obligation of businesses operating in Iraq to submit certain agreements to the CAC for approval. These include agreements that fix or influence prices or terms of sale, impose restrictions on quantities or territorial distribution of products and services, or provide for the exchange of competition sensitive information. Parties must submit such agreements together with an explanation of the agreements' purpose and expected market impact as well as corporate and financial documents of the parties to the CAC.