Webinar Merger Control in the MENA Region

On 11 June 2026, during the MENA Webinar panel discussion on emerging regimes and evolving enforcement trends, the discussion addressed the development of merger control regimes across the MENA region, the increasing sophistication of regional competition authorities, and the practical challenges businesses face as enforcement becomes more active.

Ms. Abbou opened with an overview of Morocco’s merger control regime and the Moroccan Competition Council’s efforts to build a more modern and transparent enforcement system. She explained that the regime, originally rooted in Law 112/2012, was substantially reformed through Law 40/21 and a 2023 decree, which updated notification thresholds, procedures, and analytical criteria. Morocco now applies a hybrid notification system based on global turnover, local nexus through Moroccan turnover, and a market share threshold for concentrated sectors. These reforms have translated into active enforcement. In 2025, the Council issued 180 merger decisions, a 17 percent increase compared to 2024, and handled 74 percent of cases through the fast-track procedure. Ms. Abbou also highlighted several contentious matters, including gun-jumping cases and fines exceeding MAD 23 million.

Ms. Abbou further explained that the Council is increasingly willing to assert jurisdiction where a transaction affects the Moroccan market, even if the deal is structured abroad. In Viatris, the Council confirmed jurisdiction based on the transaction’s effect in Morocco. In Veolia-Suez, the Council enforced compliance with post-approval obligations after the parties missed a divestiture deadline, confirming that conditional approvals create binding commitments. She also noted that digital markets present a growing challenge, as price-based and market share-based tools may not fully capture data-driven competition, network effects, or acquisitions of early-stage companies with limited revenue. Sustainability and innovation are also becoming more relevant in merger assessments.

Dr. Bremer addressed regional merger control from the perspective of companies and investors operating across MENA markets. He explained that while some authorities may initially take a pragmatic approach to violations as regimes develop, parties should not assume that early leniency will continue. Saudi Arabia illustrates how a young regime can move from awareness building toward more rigorous enforcement and more demanding settlement terms. As regimes mature, the argument that parties were unaware of their obligations becomes less persuasive.

From a private sector perspective, Dr. Bremer emphasized that timing uncertainty remains one of the main challenges in regional merger control. Companies often face limited precedent, evolving procedural rules, and late engagement on local filing obligations. Local companies may be unfamiliar with merger control processes, while international companies often approach MENA filings with EU or US expectations that do not always reflect local procedures or regulatory culture. Dr. Bremer noted that local market definitions are often unavailable, and while foreign precedent may help frame submissions, it does not bind regional authorities. LOI-based filings can be an important tool for managing timelines in several jurisdictions.

Dr. Bremer also cautioned against assuming that merger control concepts are harmonized across the region. Saudi Arabia applies a decisive influence test, while Egypt captures material influence, including certain non-controlling minority interests. These differences require jurisdiction-specific analysis. He also highlighted Egypt’s 2025 digital markets guidelines as an important regional contribution, particularly because they recognize that revenue and asset-based metrics may fail to capture market power in zero-price or data-driven markets.

Mr. Janahi discussed the UAE Competition Law as a regime in transition. He explained that the UAE adopted a new competition law in 2023, replacing the 2012 law, and introduced new sales thresholds based on AED 300 million in the relevant market. Recently issued executive regulations provide further detail on filing responsibilities, affected markets, customer information, previous concentrations, consumer impact, price effects, and proposed remedies. The UAE has also introduced market testing, allowing the Ministry to publish received applications and invite stakeholder input or objections.

Mr. Janahi further explained that the UAE’s investigative powers have been strengthened, including dawn raids, document requests, and cooperation with other authorities across the UAE. He discussed the UAE’s first gun-jumping case, which arose in a market already under investigation for exclusivity. Because it was the first incident, the Ministry issued a private warning, although applicable fines can reach up to 10 percent of total sales. Notification volumes are now doubling year-on-year, partly as a result of increased awareness following that case. At the same time, businesses must navigate a complex enforcement environment involving the federal Ministry, the seven Emirates, and federal sectoral regulators.

Ms. Khoweiled provided an overview of Egypt’s ex ante merger control regime, which became operational on 1 June 2024 following amendments introduced by Law 175/2022. She explained that the regime captures both changes of control and material influence, with the latter designed to address non-controlling minority shareholdings that may still affect competitive behavior. Egypt’s notification thresholds are based on turnover and asset value, with both domestic and international limbs, and sanctions may range from 1 percent to 10 percent of turnover, asset value, or transaction value, whichever is higher.

Ms. Khoweiled described Egypt’s two-phase review process and explained that silence equals approval in both phases. She also noted that the substantive test, which focuses on eliminating freedom of competition, is broader than a narrow consumer welfare standard and allows the authority to consider market structure, barriers to entry, investment impact, and innovation. Before the formal regime became operational, the Egyptian Competition Authority had already developed significant merger review experience through a referral mechanism with sectoral regulators, including more than 1,300 healthcare files reviewed since 2021.

In discussing early practice, Ms. Khoweiled referred to a 2022 conglomerate hospital merger, where the authority applied leveraging and portfolio effect theories, and a 2024 minority stake case, where the authority identified horizontal overlaps and imposed behavioral remedies, including board separation and confidentiality arrangements. She also noted that Egypt’s regime includes a call-in mechanism allowing the authority to review below-threshold transactions within one year where harm to competition or innovation is suspected.

The discussion reflected a broader regional pattern. Across Morocco, Saudi Arabia, the UAE, and Egypt, competition authorities are moving beyond the establishment of formal merger control rules and toward active enforcement, more detailed procedural guidance, and closer scrutiny of complex transactions. Although the regimes differ in important respects, several common themes emerged: increased attention to gun-jumping, growing interest in digital markets, closer review of minority investments and post-closing effects, and a greater willingness to use remedies, monitoring, and investigative tools. For businesses and investors active across the MENA region, the discussion underscored the importance of early merger control analysis, realistic transaction timelines, and a strategy tailored to each jurisdiction.