Date: April 2026 | Practice: Competition Law / Merger Control | Jurisdiction: Egypt
Executive Summary
The Egyptian Competition Authority (“ECA”) has issued three new guidelines providing further clarity for transactions under the Egyptian Competition Law (“ECL”), covering jurisdictional scope, gun jumping, and ancillary restraints, and addressing key compliance risks arising before, during, and after implementation.
Building on the merger control framework introduced since the entry into force of mandatory pre-merger notification on 1 June 2024, including prior guidelines and Q&As, these instruments constitute a significant addition to the ECA’s guidance, with this alert highlighting their main analytical takeaways and notable developments.
- The Jurisdictional Guidelines
1-The Jurisdictional Guidelines set out a comprehensive framework for determining whether a transaction falls within the ECA’s merger control jurisdiction, addressing namely (i) the economic concentrations subject to the merger control regime under the ECL, (ii) the ECA’s authority to review transactions ex post where notification thresholds are not met, (iii) transactions notified to the Financial Regulatory Authority FRA, (iv) scenarios in which the parties have withdrawn from the transaction, and (v) the treatment of post approval changes to the form or structure of a transaction. The most significant clarifications under these guidelines are summarized as follows:
The guidelines provide detailed clarifications on the definition of economic concentrations under the ECL, covering mergers, acquisitions, and joint ventures, as well as the concepts of control and material influence, which include, in particular the following:
- The means by which control or material influence may be acquired, which are: (i) securities acquisition, including through capital increases and de facto factors such as actual voting patterns; (ii) asset acquisition, covering tangible and intangible assets considered as a business that can generate turnover; and (iii) contractual acquisition.
- The analytical framework for assessing each of the types of acquiring control or material influence (namely; sole or joint, direct or indirect, and positive or negative).
- The types of decisions that distinguish the exercise of control from that of material influence, namely economic decisions and strategic decisions respectively.
- Instances of change in control and material influence that are notifiable, including: (i) transition between sole and joint control; (ii) shift from material influence to control; and (iii) a change in the composition of controlling shareholders under joint control.
- Other than the transactions excluded from merger control under the ECL, clarifications of three additional categories of non-notifiable transactions: (i) commercial pledges; (ii) court-ordered transfers; and (iii) inheritance transfers governed by public policy.
2- The Guidelines provide further clarifications on the calculation of notification thresholds, covering: the determination of transaction parties and their related parties; the calculation of turnover and asset values; calculation rules for specific categories of entities and secotrs (e.g., investment funds and holding companies, insurance companies, trademark acquisitions, service providing companies, and concession agreements); geographical allocation of the turnover including the application of Incoterms rules; applicable adjustments, and other general rules.
3-The Guidelines also clarify several additional aspects, including the ECA’s power to assess transactions notified to the FRA; withdrawal scenarios; post-approval structural changes or non-implementation; and ECA’s ex post review powers of below-threshold concentrations (with an illustration of killer acquisitions as the main driver to apply ex post procedures).
- Gun-Jumping Guidelines
The Gun-Jumping Guidelines set out the ECA’s analytical framework for identifying and assessing conduct that may amount to the premature implementation of a concentration prior to clearance or before the expiry of the applicable review periods.
Under the ECL, gun jumping is strictly prohibited, and infringements may give rise to criminal fines ranging from 1% to 10% of the value of the transaction, annual turnover, or assets of the persons concerned, whichever is higher, or between EGP 30 million and EGP 500 million where such values cannot be determined. In addition, corrective structural or behavioural measures may be required to address the effects of any premature implementation.
In this context, the guidelines identify and elaborate on the main categories of pre-closing conduct that may infringe this prohibition, namely (i) the exchange of competitively sensitive information, (ii) interim covenants that exceed what is necessary to preserve the target’s value in the ordinary course of business, (iii) situations amounting to de facto implementation of the transaction, and (iv) other forms of prohibited conduct, including the imposition of non-compete obligations between the parties prior to closing, the making of irrevocable payments of the transaction value, or the granting of intellectual property licenses to the acquirer before completion.
- Ancillary Restraints Guidelines
The Ancillary Restraints Guidelines set out the principles governing when contractual restrictions may be considered covered and approved by the ECA’s clearance of a concentration. They explain that such restraints must be directly related to the transaction and objectively necessary for its implementation, and that their assessment is conducted on a case-by-case basis, with particular emphasis on proportionality and on retaining the least restrictive option where alternative structures are available.
In this context, the Guidelines provide a structured framework for the assessment of five main categories of restraints, namely (i) non-compete clauses; (ii) non-solicitation clauses; (iii) confidentiality obligations; (iv) IP licensing arrangements; and (v) purchase and supply obligations, and clarify the conditions under which these may be regarded as compatible with the ECL within the scope of a notified transaction.
