On 30 April, the UAE adopted Cabinet Decision No. (59) of 2026 (“the 2026 Executive Regulations”), setting out the executive regulations for Federal Decree-Law No. (36) of 2023 on the Regulation of Competition. The 2026 Executive Regulations replace the previous implementing regulations adopted in 2014 under the former
Continue Reading The UAE’s New Merger Control Framework: What the 2026 Executive Regulations Mean for Dealmakers
The UAE’s New Merger Control Framework: What the 2026 Executive Regulations Mean for Dealmakers
On 30 April, the UAE adopted Cabinet Decision No. (59) of 2026 (“the 2026 Executive Regulations”), setting out the executive regulations for Federal Decree-Law No. (36) of 2023 on the Regulation of Competition. The 2026 Executive Regulations replace the previous implementing regulations adopted in 2014 under the former UAE competition law. They are expected to enter into force on 30 July 2026.
Taken together, the adoption of Federal Decree-Law 36 on Regulating Competition of 2023, Cabinet Resolution No. (3) of 2025 establishing the new filing thresholds, and the subsequent adoption of the 2026 Executive Regulations complete a long-anticipated overhaul of the UAE merger control framework. These measures mark a decisive shift towards a fully operational and modern merger control regime. The 2026 Executive Regulations significantly streamline the notification process, introduce enhanced timing certainty, and create a clear pathway for third parties to engage with the Competition Department of the Ministry of Economy & Tourism (“Competition Department”) to influence the outcome of merger reviews.
More broadly, the 2026 Executive Regulations introduce important changes to various aspects of UAE’s competition law framework, including measures relating to behavioural competition enforcement and procedures. In combination with other recent competition policy and enforcement actions, the 2026 Executive Regulations signal the UAE’s ambition to bring its competition and merger control framework in line with international best practice.
This article focuses on the main revisions to the UAE merger control framework, before briefly outlining the wider changes introduced to the UAE’s behavioural competition regime by the 2026 Executive Regulations.
Continue Reading The UAE’s New Merger Control Framework: What the 2026 Executive Regulations Mean for DealmakersFive Key Points on FDI Screening in the EU Defence Sector
The war in Ukraine, and other recent geopolitical conflicts, has underscored the need for EU-based defence capabilities to scale up to face these challenges. Several EU initiatives which have sought to stimulate investment are starting to bear fruit, as the European Defence Agency recently reported record high defence spendings in the EU (€350bn for 2024, a 19% increase to 2023). Political support for the sector has been demonstrated by Commission President Von Der Leyen proclaiming “a new era for European Defence and Security” in her latest State of the European Union address.
In this context, understanding the regulatory framework applicable to investments in the EU defence sector is proving increasingly important. Foreign direct investment (“FDI”) screening regimes represent one of the most important regulatory checks to clear for investors.
This blog post reviews five key points for investors to consider when making investments in the defence sector given the current geopolitical context.
Continue Reading Five Key Points on FDI Screening in the EU Defence SectorUK passes emergency legislation to authorize “public interest” directions on use of British Steel assets
The UK Parliament has passed emergency legislation to enable the government to direct the use of assets of British Steel, and to take control of assets if directions are not followed.
The government’s stated intention is “continuing the support of steel production in the UK [which] involves preserving current production capacity to ensure resilience in the production of steel”. The new law creates new powers for the government to intervene in relation to steelmaking businesses whose assets are at risk of ceasing to be used. If the operation of a steelmaking blast furnace, such as those operated by British Steel, is stopped, restarting its operation can be prohibitively expensive and it may be permanently unusable.
Following negotiations with its current owners (the Chinese steelmaker Jingye Group) on the future of British Steel, the government announced on Friday its intention to recall Parliament the following day to introduce a draft bill and complete the full legislative process within a single day. The bill was passed by both Houses of Parliament and received royal asset on Saturday 12 April, coming into force on the same day, as the Steel Industry (Special Measures) Act 2025 (the “Act”).
This is the first time that Parliament has responded to a perceived crisis in a UK industry by extending the government’s powers to intervene in specific industries for “public interest” reasons since 2008, in the context of the Global Financial Crisis. In that case, Parliament passed legislation to enable the government to nationalise the Northern Rock bank (and subsequently other banks), and later that year the government’s public interest intervention powers under the Enterprise Act 2002 were expanded in order to allow the government to override competition concerns in the Lloyds/HBOS merger. In contrast to previous measures that provide the government with powers to acquire businesses and to intervene in potential mergers and acquisitions between businesses, the new Act applies outside of the context of a transaction or takeover. Specifically, the new Act applies where specific assets may cease (or have ceased) to be used in a steel manufacturing business but the government considers that it is in the public interest that the use of the assets should continue.
New powers to give directions on use of assets and take control of assets
The Act gives the government the power to issue a notice to a steel manufacturing business to direct how assets (in England and Wales) used by this business are to be used. This power is available when (a) it appears to the government that the assets concerned have ceased to be used or are at risk of ceasing to be used by the business, and (b) where the government considers that it is in the public interest that the use of specified assets should resume or continue. Directions can include requirements to use (or not to use) the assets in a specified way, or requirements for the undertaking to take (or not to take) steps to secure the continued and safe use of the assets. Notably this can include requirements to enter into agreements and contracts of employment, the appointment of officers, management decisions, making payments, and preventing insolvency proceedings.
Continue Reading UK passes emergency legislation to authorize “public interest” directions on use of British Steel assetsThe 2024-2029 Commission Political Guidelines: Where Is Competition Policy Likely Headed?
On 18 July 2024, the current President of the European Commission (“Commission”), Ursula von der Leyen, was reconfirmed by the European Parliament for a second 5-year term. As part of her reconfirmation, President von der Leyen delivered a speech before the European Parliament, complemented by a 30-page program, which lays down the Commission’s political program for the next five years.
A key pillar of the program – “A new plan for Europe’s sustainable prosperity and competitiveness” – has the objective of combining competitiveness and prosperity with the achievement of the European Green Deal goals.
Specifically on competition policy, according to President von der Leyen, a new approach is needed to achieve this objective. This blog post projects where competition policy is likely headed in the 2024-2029 period by commenting on the most relevant paragraphs of the program.
Von der Leyen: “I believe we need a new approach to competition policy, better geared to our common goals and more supportive of companies scaling up in global markets – while always ensuring a level playing field. This should be reflected in the way we assess mergers so that innovation and resilience are fully taken into account. We will ensure competition policy keeps pace with evolving global markets and prevents market concentration from raising prices or lowering the quality of goods or services for consumers. We will look at all of our policies through a security lens.”
- This statement reaffirms the classic principles underlying competition law, i.e., the focus on ensuring a level playing field, preventing market concentration, and ultimately avoiding a negative impact on prices/quality of goods or services.
- However, the President’s comments recognize the impact of global dynamics and the need for EU companies to be able to respond to global pressures. In the context of Siemens/Alstom and Lufthansa/ITA, there is growing pressure from EU Member States to allow European champions and this program could signal an openness to that effect.
- The President also calls for an increased focus on innovation and resilience in the substantive assessment of mergers. This could mean (i) that the Commission will expand its assessment of the impact of ESG (Environmental, Social, and Governance) standards and security, (ii) that the Commission would be open to a greater role of wider efficiency justifications/public interest considerations in merger control and competition law assessments, and/or (iii) that the impact on the overall economic competitiveness of the EU, and the aim of geopolitical de-risking for critical supply chains and technologies, may play an increasingly important role in the assessment of mergers.
Towards a More Interactive Merger Review Process: UK CMA Proposes Amendments
What do you need to know?
Following a call for information earlier this year, the UK’s Competition and Markets Authority (CMA) has now announced the changes it intends to make to its merger review process. The majority of the changes are to the Phase 2 process, which is only encountered in a minority of formal reviews, namely those where the CMA believes the merger could lead to a substantial lessening of competition – at the time of writing, of the 76 merger reviews opened by the CMA since 1 January 2022, only nine (12%) had been referred to Phase 2 (whereas around 10% of non-simplified merger review procedures lead to a Phase 2 review in the EU). These changes largely seek to make the Phase 2 process more interactive, with a view to arriving at acceptable remedies proposals sooner in the process. The proposed changes follow a period of criticism of the CMA’s approach to merger enforcement and reflect a desire to improve the effectiveness of the UK merger review process. The proposed changes are being consulted on until 8 January 2024.
Why is the CMA revising its Phase 2 procedures?
The amendments are being introduced against the backdrop of the UK’s exit from the EU. Post-Brexit, global deals that could affect competition in the UK and would previously have been the reviewed by the European Commission under its “one-stop-shop” principle are now often reviewed by the CMA in parallel, giving rise to divergent outcomes on clearance or acceptable remedies with surprising frequency. As the CMA’s responsibility has increased, so too has the brightness of the spotlight on its approach to merger enforcement which has also exposed the fact that the EU and UK merger processes are often not in sync. As explained below, some of the CMA’s proposals bring the UK process closer to that of the European Commission, suggesting that limiting (procedural) divergence could be a key driver behind these changes.
Continue Reading Towards a More Interactive Merger Review Process: UK CMA Proposes AmendmentsUK FDI: Decision-making practice emerging under the National Security and Investment Act
Over the summer, the UK Secretary of State for Business, Energy and Industrial Strategy (“BEIS”) delivered the first decisions, in the form of final orders, under the National Security and Investment Act 2021 (“NSIA”). We consider these decisions and other cases in the context of the first nine months of the UK’s new (quasi) Foreign Direct Investment (“FDI”) regime.
Key takeaways:
- The NSIA has broad reach, and BEIS has shown willingness to exercise the powers to review transactions that can stretch beyond mergers and acquisitions, for example, to licensing agreements.
- NSIA review involves the weighing of a number of factors relating to the target, the acquirer and the level of control being obtained. Early decisions suggest that target’s products/services and activities are just as important a factor as the acquirer’s identity, among the cases that have engaged the attention of the Investment Security Unit (“ISU”).
- “Behavioural” undertakings, e.g. involving implementation of security controls or granting of audit rights to regulators appear to be a continuation of trends seen in the predecessor UK ‘public interest’ regime, and similar to other EU FDI procedures.
UK National Security and Investment Regime Working Well
The UK government has reported a successful start to the implementation of the National Security and Investment Act 2021 (the “NSIA” or “Act”). During the first three months (Jan-March 2022) in which the new NSIA regime has been active, the Investment Screening Unit (“ISU”) received 222 filings and reviewed 17 transactions in depth. Of those 17 transactions, three have been cleared unconditionally, with the other 14 transactions still under review at the end of the reporting period.
Mandatory NSIA filings, which represented 196 of the total flings, were most commonly made in six sectors: defence, military and dual-use, critical suppliers to government, artificial intelligence, data infrastructure and advanced materials. There were significantly fewer filings in other sectors, with fewer than five filings per sector in areas such as synthetic biology, civil nuclear, advanced robotics and transport.
Collectively, these figures and other data suggest that the NSIA regime is operating, so far, broadly in line with expectations. While there are fewer filings than expected overall, this may reflect a broader global slowdown in M&A and investment activity. The ISU further reports that it is meeting, and often working well within, the maximum statutory time periods for the assessment of filings. The ISU indicates its willingness to complete reviews expeditiously where possible, including for in-depth assessments.
Continue Reading UK National Security and Investment Regime Working WellUK National Security and Investment Regime Working Well
The UK government has reported a successful start to the implementation of the National Security and Investment Act 2021 (the “NSIA” or “Act”). During the first three months (Jan-March 2022) in which the new NSIA regime has been active, the Investment Screening Unit (“ISU”) received 222 filings and reviewed 17 transactions in depth. Of those 17 transactions, three have been cleared unconditionally, with the other 14 transactions still under review at the end of the reporting period.
Mandatory NSIA filings, which represented 196 of the total flings, were most commonly made in six sectors: defence, military and dual-use, critical suppliers to government, artificial intelligence, data infrastructure and advanced materials. There were significantly fewer filings in other sectors, with fewer than five filings per sector in areas such as synthetic biology, civil nuclear, advanced robotics and transport.
Collectively, these figures and other data suggest that the NSIA regime is operating, so far, broadly in line with expectations. While there are fewer filings than expected overall, this may reflect a broader global slowdown in M&A and investment activity. The ISU further reports that it is meeting, and often working well within, the maximum statutory time periods for the assessment of filings. The ISU indicates its willingness to complete reviews expeditiously where possible, including for in-depth assessments.
Continue Reading UK National Security and Investment Regime Working WellUK Subsidy Control Bill granted Royal Assent
On 28 April 2022, the Subsidy Control Bill (the “Bill”) received Royal Assent, becoming the Subsidy Control Act 2022 (the “Act”). The Act lays the basic framework for the new UK-wide subsidy control regime, which is now expected to come into force in Autumn 2022. Although the Act primarily addresses
Continue Reading UK Subsidy Control Bill granted Royal Assent