The New Jordanian Merger Control Regime: One Year

In July 2022, the Jordanian government amended the Jordanian Competition Law (Law 33/2004), introducing significant changes to its merger control regime. These included the introduction of turnover-based notification thresholds, complementing the existing market-share thresholds, and explicitly covering foreign-to-foreign transactions. The amendments were passed by Parliament in March 2023, and in August 2023, Decision 43223/2023 established the new turnover thresholds.

Key Changes and Impact

Before these amendments, Jordan’s merger control regime was underutilized. The introduction of turnover thresholds has spurred greater regulatory activity, including reviews of foreign-to-foreign transactions. However, procedural inefficiencies remain. For instance, merger clearances require approval by the board of the Competition Directorate, which meets only three times a year, often causing delays.

Notification Requirements

Notification is mandatory if a transaction leads to a change of control and meets the thresholds outlined in Decision 43223/2023. These thresholds include:

A 40% combined market share in Jordan,

A single party’s Jordanian turnover of at least JOD 2 million (USD 2.8 million), or

A combined Jordanian turnover of JOD 7 million (USD 9.8 million).

Interestingly, a filing is required even if foreign parties have no local assets but meet the thresholds through exports alone. Notably, no overlap between parties in Jordan or globally is required for the obligation to arise.

Change of Control

Control is broadly defined as the ability to influence material decisions of a business. This can include joint control or significant minority rights, such as veto power over managerial appointments or business activities. The law does not require sole or majority ownership to establish control.

Procedures and Timelines

The statutory review period is 100 days, although delays are common due to the board’s infrequent meetings. Pre-notification assessments, lasting 10–20 business days, help ensure filings are complete before formal review. Public announcements of transactions allow for a 15-business-day objection period.

Enforcement and Penalties

The recent amendments increased fines for failing to notify or for "gun-jumping" (implementing transactions without clearance) to 2–10% of annual revenue, although specifics—such as whether this is based on domestic or global turnover—remain unclear. To date, no penalties have been imposed, but the establishment of a dedicated investigative department and increased regional cooperation signal heightened enforcement.

Looking Ahead

The amendments significantly expand the regime's scope, particularly through the inclusion of foreign-to-foreign transactions and higher penalties. Companies with sales in Jordan must now carefully consider the merger control rules, even if their revenue derives solely from exports. The Jordanian Competition Directorate’s growing regional collaboration underscores its intent to strengthen enforcement, making compliance more critical than ever.

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