Corporate and Commercial Services – Page 3 – Hammad & Al-Mehdar Law Firm

Unlocking the Power of Mergers and Acquisitions (M&A) in the Kingdom of Saudi Arabia

Posted on December 12, 2023 - 11:53 am by perpetual-admin

In the Kingdom of Saudi Arabia (KSA), Mergers and Acquisitions (M&A) have assumed an increasingly pivotal role as the nation undergoes a rapid economic transformation and diversification. M&A has emerged as a crucial instrument to reduce the country’s dependency on oil, stimulate economic growth, and bolster the private sector, facilitating the consolidation of resources, technology, and expertise. This article delves into why M&A is indispensable in KSA, highlighting key aspects businesses must consider when embarking on such transformative transactions.

M&A transactions are pivotal in providing KSA-based companies with the capital and resources for growth and development. As foreign investors and international firms increasingly flock to the Saudi market, M&A becomes a conduit for securing investments and accessing advanced technologies, global distribution networks, and expertise that may not be readily available domestically—this influx of resources positions Saudi businesses for enhanced competitiveness on the global stage.

For small and medium-sized enterprises (SMEs), venturing into new markets can be intricate. M&A offers a streamlined approach, allowing businesses to swiftly expand their market presence by acquiring established players in their target markets. This approach significantly reduces the time and effort required to build a brand and distribution network from scratch, accelerating growth and fortifying competitiveness. Furthermore, pursuing synergies remains a primary motivation behind M&A activity in KSA, driving cost savings, improved operational efficiency, and expanded product or service offerings. In a nation aspiring to compete globally, mergers and acquisitions emerge as a strategic tool for achieving these critical objectives.

The Role of Due Diligence

When contemplating M&A in the business world, it is imperative to recognise that a comprehensive due diligence process unfolds in four key phases, each of which plays a critical role in ensuring that the target company undergoes a thorough assessment. These phases collectively act as a safeguard, allowing potential acquirers to make informed decisions and mitigate risks associated with the transaction.

The first crucial phase is Legal Due Diligence (LDD), where a meticulous examination of the target company’s legal affairs occurs. This encompasses scrutinising the corporate structure, governance practices, material contracts, intellectual property rights, real estate holdings, environmental considerations, employment-related matters, ongoing litigation, and compliance with local laws and regulations. LDD is a foundation for understanding the legal landscape and potential liabilities, providing essential insights for a successful acquisition.

Operational Due Diligence (ODD) constitutes the second phase, wherein the operational aspects of the target company are scrutinised. This includes evaluating operating efficiency, assessing the business model’s effectiveness, and examining administrative functions. Additionally, ODD delves into operational risks, supply chain dynamics, product or service quality, IT systems, and other key operational components. By conducting ODD, potential acquirers can identify operational strengths and weaknesses, allowing for better integration planning and strategic decision-making.

Strategy Due Diligence emerges as the third phase, where a profound analysis of the target company’s strategic direction, market positioning, growth potential, and competitive landscape is undertaken. This phase helps potential buyers align the acquisition with their business strategy and objectives. It’s a crucial step to ensure that the strategic goals of the target company align harmoniously with those of the acquiring entity, promoting synergy and long-term success.

The fourth and equally vital phase is Financial Due Diligence (FDD), which revolves around the financial health of the target company. FDD involves meticulously reviewing financial statements, accounting policies, tax considerations, revenue sources, and other financial intricacies. This process provides potential acquirers with a clear understanding of the target company’s financial condition, enabling them to validate the accuracy of the provided financial information. FDD assists in assessing financial risks and opportunities, ultimately facilitating well-informed investment decisions.

Incorporating these four due diligence phases ensures a comprehensive evaluation of the target company and minimises the potential pitfalls of M&A transactions. These phases act as a strategic roadmap, guiding prospective buyers through the complexities of the acquisition process and enhancing their ability to create value and succeed in the ever-evolving business landscape.

Core Aspects to Consider in M&A Transactions in KSA

Embarking on M&A transactions demands a meticulous approach, considering several critical factors specific to the region. The regulatory environment in KSA is distinct, and compliance is essential.

Thorough due diligence is indispensable in evaluating potential targets in KSA. This process assesses financial health, legal standing, and cultural compatibility, offering valuable insights into risks and opportunities. Additionally, KSA’s unique cultural and business environment necessitates cultural sensitivity, emphasising the importance of understanding and respecting local customs and traditions for successful integration and relationship-building.

Determining fair valuations, crafting comprehensive integration plans, and implementing risk mitigation strategies are fundamental aspects of M&A in KSA. Rigorous valuation analyses ensure equitable pricing, while integration plans address cultural integration, process alignment, and talent retention. Robust risk mitigation mechanisms, including contractual safeguards and contingency plans, are crucial. Lastly, transparent communication with stakeholders is vital for trust-building and a smooth transition process in KSA M&A transactions.

Associated M&A Documentation

Several vital agreements play pivotal roles in shaping the deal; these include:

Non-Disclosure Agreement (NDA): An NDA is signed to safeguard sensitive information shared during the due diligence, ensuring confidentiality.

Letter of Intent (LOI): This document outlines fundamental deal terms and conditions before the formal agreement’s execution, serving as a preliminary agreement.

Merger Agreement or Acquisition Agreement: The primary legal document that defines the M&A transaction’s terms and conditions. It includes critical details such as the purchase price, payment methods, representations, warranties, conditions to closing, and post-closing obligations.

Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA): These agreements are employed in acquisition transactions, with SPAs used when acquiring shares and APAs when acquiring the target company’s assets.

Following the successful conclusion of an M&A transaction, several essential post-transaction documents must be prepared and maintained:

Integration Plan: This document outlines the strategic steps for integrating the operations, systems, and personnel of the merged entities, crucial for a seamless transition.

Updated Corporate Records: Corporate records of the merged entity must be revised to reflect the transaction, which may involve updates to the articles of association, share registries, and related documentation.

Regulatory Filings: Depending on the nature of the transaction and the sectors in which the entities operate, various regulatory filings may be necessary post-transaction to ensure compliance with local regulations and reporting requirements.

M&A has become integral to Saudi Arabia’s economic growth strategy, helping companies diversify, access capital, expand into new markets, and enhance efficiency. However, successful M&A transactions in KSA require a deep understanding of the local regulatory environment, cultural sensitivities, and careful consideration of core aspects such as due diligence, valuation, and integration planning. By navigating these challenges thoughtfully and strategically, businesses in Saudi Arabia can harness the power of M&A to thrive in an evolving economic landscape and contribute to the nation’s Vision 2030 goals.

Contractual Risk Management: Mitigating Legal Challenges in Saudi Business Agreements

Posted on October 22, 2023 - 12:41 pm by perpetual-admin

In the dynamic landscape of global business, contractual agreements serve as the backbone of economic transactions. These legally binding documents outline the terms, conditions, and expectations between the parties involved, providing a roadmap for a successful collaboration. However, as the complexity of business transactions increases, so does the potential for legal challenges. In Saudi Arabia, a country known for its rich history and rapidly growing economy, understanding contractual risk management is crucial to navigating the intricacies of business agreements. We delve into how Saudi Civil and Commercial Procedural Law and the Law of Commercial Papers are pivotal in mitigating these risks.

Saudi Civil and Commercial Procedural Law: Ensuring Fair Dispute Resolution

Saudi Arabia’s legal system is rooted in Islamic law, with modern elements added to accommodate the needs of a burgeoning economy. The Saudi Civil and Commercial Procedural Law provides a framework for resolving disputes that may arise from business agreements. One of the critical features of this law is its emphasis on alternative dispute resolution methods such as negotiation, mediation, and arbitration.

Arbitration, for instance, is a common mechanism utilised in Saudi business agreements. It allows parties to resolve their disputes outside of traditional courtrooms, providing a faster and often more confidential process. This approach is particularly advantageous for international businesses that prefer to avoid potential delays and complexities associated with navigating foreign legal systems. By including arbitration clauses in their contracts, parties can pre-emptively agree to this method, mitigating the risk of lengthy court battles.

Law of Commercial Papers: Facilitating Secure Transactions

In the realm of business, financial transactions and the transfer of obligations are frequent occurrences. The Law of Commercial Papers in Saudi Arabia is crucial in ensuring these transactions are secure and legally sound. This law governs negotiable instruments such as checks, promissory notes, and bills of exchange, commonly used in commercial dealings.

For instance, the Law of Commercial Papers offers security when businesses engage in post-dated checks transactions. By clearly stipulating the transaction details and payment terms on the check, parties can protect their rights. Additionally, this law provides mechanisms for holding parties accountable in case of dishonour of a negotiable instrument, safeguarding businesses against potential financial losses.

Contractual Risk Management: Best Practices

Mitigating legal challenges in Saudi business agreements requires a proactive approach to risk management. Here are some best practices to consider:

Thorough Due Diligence: Conduct thorough due diligence on your potential partner before entering any business agreement. This includes assessing their financial stability, reputation, and past business dealings.

Clear and Precise Language: Craft contracts with clear and precise language that leaves no room for ambiguity. Ensure that all terms, conditions, and obligations are well-defined to prevent misunderstandings.

Local Expertise: Engage legal experts who are well-versed in Saudi law. They can help you navigate the nuances of the legal system and ensure your contracts comply with local regulations.

Dispute Resolution Clauses: Include dispute resolution clauses stipulating the preferred method of resolving conflicts. This could include arbitration or mediation to expedite the resolution process.

Continuous Review: Business dynamics change over time. Regularly review and update your contracts to align with changing circumstances, regulations, and market conditions.

Saudi Arabia’s business landscape offers tremendous opportunities for growth and collaboration. However, the intricacies of the legal system can pose challenges for businesses. Businesses can confidently navigate these challenges by embracing the principles of contractual risk management, understanding the nuances of Saudi Civil and Commercial Procedural Law, and leveraging the Law of Commercial Papers. As the global marketplace evolves, proactive risk management remains a cornerstone of success in Saudi business agreements.

Disclaimer: This article is intended for informational purposes only and does not constitute legal advice. Readers are encouraged to seek legal advice on their specific circumstances.

Saudi Arabia’s Entry into BRIC: Implications for Trade, Economy, and Legal Dynamics

Posted on August 28, 2023 - 4:49 pm by perpetual-admin

The world of international economics and geopolitics is constantly in flux, driven by shifting alliances, economic growth, and evolving global dynamics. In this ever-changing landscape, the concept of the BRIC region has emerged as a significant force that has captivated the attention of economists, policymakers, and businesses alike. Originally consisting of Brazil, Russia, India, and China, the BRIC group has now expanded to include Saudi Arabia, the UAE, Egypt, Iran, Ethiopia, and Argentina. This expansion marks a momentous development that holds implications for global trade, energy, and cooperation. To truly understand the implications of Saudi Arabia’s entry into the BRICS group, it’s essential to delve into the origins and characteristics of the BRIC region itself.

BRIC’s Impact and Evolution

Over the years, the BRIC nation’s economies flourished, propelling them into the top echelons of the world’s economic hierarchy. China and India, in particular, showcased unprecedented growth rates and became manufacturing and technology powerhouses, respectively. Russia’s vast reserves of energy resources positioned it as a key player in global energy markets, while Brazil’s agricultural and natural resource wealth contributed to its economic prowess. The BRIC countries began to exert significant influence in global political forums, advocating for reforms in international financial institutions and seeking a more prominent role in global decision-making processes.

Increased Middle Eastern Footprint across the BRICS

The inclusion of five Middle Eastern nations as new members of BRICS starting from January 1, 2024, marks a significant shift in the dynamics of the global economic and geopolitical landscape, with far-reaching implications for the MENA (Middle East and North Africa) region. This move reflects these Middle Eastern countries’ growing economic prowess and strategic influence, highlighting their aspiration to be more substantial in shaping global policies and decisions. As BRICS seeks to promote economic cooperation, trade, and investment among its members, including these Middle Eastern nations, underscores their determination to diversify their economies beyond oil dependence and engage in broader international partnerships. This shift could potentially lead to increased stability in the MENA region, as it encourages dialogue, cooperation, and shared development goals among nations with varying cultural and political backgrounds.

Saudi Arabia’s Role in BRICS: A Game Changer

The BRIC grouping, initially comprising Brazil, Russia, India, and China, emerged as a compelling force in global economics. With Saudi Arabia’s inclusion, the newly formed BRICS bloc gains enhanced geopolitical and economic influence. Saudi Arabia’s substantial oil reserves and strategic location provide BRICS with a valuable energy resource and a gateway to the Middle East, strengthening the collective bargaining power of the group.

Trade and Economic Implications

Oil Production and Energy Dynamics:

Saudi Arabia’s oil production prowess, contributing *11.9% to global oil output, significantly impacts the energy market dynamics within BRICS. The country’s vast reserves can contribute to energy security and stability for the member nations, potentially mitigating supply shocks and price fluctuations. Additionally, this collaboration opens avenues for joint ventures in renewable energy technologies, diversifying the energy portfolio of the entire bloc.

Trade and Investment Opportunities:

With its position as a global energy hub, the nation can facilitate energy exports to the other members, ensuring a steady flow of resources while benefiting from their expertise in diverse sectors such as technology, manufacturing, and services. This cross-fertilisation of industries can lead to accelerated economic growth and technology transfer, bolstering the economic prospects of all BRICS nations, including Saudi Arabia.

Economic Diversification:

For Saudi Arabia, the BRICS association presents an opportunity to accelerate its Vision 2030 economic diversification agenda. Collaborations in sectors beyond oil, such as finance, technology, and agriculture, can reduce the country’s dependence on oil revenues, thereby promoting sustainable economic growth and stability.

Legal Considerations for Businesses

Trade Agreements and Regulations:

Businesses operating within the expanded BRICS region must familiarise themselves with the trade agreements and regulations that come with Saudi Arabia’s inclusion. This involves understanding the implications of tariff changes, import/export regulations, and compliance standards that may affect their operations.

Investment Laws and Intellectual Property:

Saudi Arabia’s legal framework for foreign investments and intellectual property rights might differ from other BRICS members. Companies looking to invest or establish a presence in the Saudi market must navigate these legal intricacies to ensure smooth operations and protect their intellectual property assets.

Dispute Resolution Mechanisms:

As business collaborations intensify within the expanded BRICS bloc, the need for effective dispute-resolution mechanisms becomes crucial. Businesses should be aware of the available avenues for resolving disputes, including arbitration and mediation, to safeguard their interests and maintain a conducive environment for international trade.

Saudi Arabia’s integration into BRICS marks a significant turning point for the global economy. The inclusion brings together diverse economies and industries, enabling collaborations that could redefine trade, energy dynamics, and economic growth. As businesses seek to capitalise on the opportunities arising from this transformation, a thorough understanding of legal considerations is paramount to navigating the complexities of international trade and investment. The expanded BRICS bloc, with Saudi Arabia at its core, has the potential to reshape the world economy and foster a new era of cooperation and prosperity.

*Source: IMF, World Trade Organisation

Technological Innovations and Legislation Shaping the Future of Healthcare in Saudi Arabia

Posted on July 6, 2023 - 5:04 pm by perpetual-admin

The healthcare industry has undergone remarkable advancements globally, driven by rapid technological innovations. These advancements have revolutionised healthcare delivery, improving patient outcomes, enhancing efficiency, and enabling personalised care. This article examines the global landscape of tech innovation in healthcare, with a specific focus on the transformative developments taking place in the Kingdom of Saudi Arabia (“KSA”). Furthermore, it explores the legislative measures implemented in Saudi Arabia to facilitate and regulate the integration of technology in healthcare.

Global Tech Innovations in Healthcare:

Telemedicine and Remote Patient Monitoring:

Telemedicine has emerged as a game-changer, allowing patients to consult with healthcare professionals remotely, breaking down geographical barriers. Remote patient monitoring devices, such as wearables and IoT-enabled devices, provide real-time data on vital signs and health parameters, enabling doctors to remotely monitor patients and intervene promptly when necessary.

Artificial Intelligence (“AI”) and Machine Learning (“ML”):

AI and ML technologies are revolutionising healthcare by providing advanced diagnostic tools, predictive analytics, and personalised treatment plans. These technologies analyse vast amounts of medical data, assisting in early disease detection, treatment optimisation, and clinical decision-making. AI-powered chatbots also support patient care by providing reliable information and reducing the burden on healthcare staff.

Blockchain Technology:

Blockchain has the potential to enhance data security, interoperability, and privacy in healthcare. It enables the secure sharing of patient records among different healthcare providers, ensuring data integrity and reducing unauthorised access. Additionally, blockchain can streamline administrative processes such as billing and insurance claims, minimising errors and improving overall efficiency.

Tech Innovations in the Saudi Arabian Healthcare System:

Digital Health Initiatives:

The KSA government has taken proactive measures to promote digital health initiatives, aiming to improve healthcare services for its citizens. The “Saudi Vision 2030” plan emphasises digital transformation in healthcare and leverages digital technologies to establish a comprehensive, integrated, and patient-centric healthcare system. The launch of the “Sehhaty” application provides convenient access to healthcare services, appointment booking, electronic prescriptions, and personal health records, enhancing patient engagement.

Remote Consultations and Home Healthcare:

Telemedicine services have gained traction in Saudi Arabia, especially during the COVID-19 pandemic, allowing patients to consult with doctors remotely. Additionally, the expansion of home healthcare services caters to the needs of elderly or homebound patients, enabling them to receive personalised care in the comfort of their homes.

Health Information Exchange:

Saudi Arabia is making concerted efforts to establish a robust health information exchange (“HIE”) system. The HIE will enable healthcare providers to seamlessly share patient health records, thereby improving care coordination, reducing the duplication of tests or treatments, and enhancing research and population health management initiatives.

By allowing for the secure and accurate sharing of patient data across healthcare organizations, the HIE will improve the quality of care provided to patients. It will also reduce the burden on patients who may need to provide the same information to multiple healthcare providers. Additionally, the HIE will help to reduce healthcare costs by minimizing the need for redundant testing or treatment. The HIE will be an integral part of Saudi Arabia’s broader healthcare transformation initiatives, which aim to improve the quality and accessibility of healthcare services across the country.

Artificial Intelligence in Diagnostics:

Saudi Arabia is exploring the use of AI in diagnostics, particularly in radiology and pathology. AI algorithms assist radiologists and pathologists in analysing medical images and identifying abnormalities, leading to improved diagnostic accuracy and efficiency. Integrating AI tools in healthcare facilities helps alleviate the burden on healthcare professionals and enhances patient outcomes.

Legislation Impacting Healthcare in Saudi Arabia:

The Council of Cooperative Health Insurance (“CCHI”) in Saudi Arabia has a significant impact on healthcare insurance regulations, with a focus on promoting the use of telemedicine. This allows for remote consultations, with insurance coverage for such services. The CCHI’s regulations aim to expand access to healthcare and encourage the utilization of technology in enhancing patient care.

In addition to the CCHI, the Saudi Food and Drug Authority (“SFDA”) plays a crucial role in ensuring public health safety by setting regulations for the use of emerging technologies in healthcare. These regulations cover areas such as AI, robotics, and telehealth, and establish standards for product approvals, data privacy, and patient rights. Compliance with the SFDA’s regulations is essential to ensure that healthcare solutions driven by technology meet strict quality and safety requirements. By implementing these regulations, the SFDA is promoting the responsible use of technology in healthcare, while safeguarding patient health and safety.

The Future of Healthcare in Saudi Arabia:

As Saudi Arabia aims to achieve its ambitious Vision 2030 plan, the future of healthcare in the Kingdom holds great promise. Investments in research and development will foster innovation in genomics, precision medicine, and AI-driven diagnostics. Implementation of personalised medicine approaches based on individual genetic profiles will optimise healthcare interventions and improve patient outcomes. AI algorithms and machine learning will continue to play a crucial role in diagnostics, enabling early disease detection and enhancing the accuracy and efficiency of medical imaging and pathology.

In addition to technological advancements, the future of healthcare in Saudi Arabia will prioritise preventive care and population health management. National health campaigns and an emphasis on healthy lifestyles will focus on disease prevention and health promotion. Wearables, remote patient monitoring, and health apps will empower individuals to take charge of their health and proactively manage chronic conditions.

Saudi Arabia’s healthcare legislation demonstrates a proactive approach to embracing innovation and technology to enhance healthcare services. The integration of advanced technologies, along with robust regulatory measures, ensures patient safety, data security, and ethical considerations. With ongoing investments and government initiatives, the future of healthcare in Saudi Arabia holds tremendous potential for further advancements in digital health, precision medicine, AI-driven diagnostics, and preventive care. By leveraging these developments, Saudi Arabia aims to provide high-quality, patient-centred healthcare, improving health outcomes for its citizens and contributing to the population’s overall well-being.

Navigating Corporate Governance Challenges in Merged Companies

Posted on May 30, 2023 - 10:11 am by perpetual-admin

Mergers and acquisitions (M&A) are pivotal for companies aiming to achieve growth, competitiveness, and strategic objectives. The Kingdom of Saudi Arabia (KSA) has experienced a surge in M&A activities, driven by economic reforms and diversification efforts. By emphasising corporate governance principles, businesses can navigate the M&A landscape successfully, ensuring transparency, accountability, and the protection of stakeholders’ interests. The evolving M&A trends in the KSA demonstrate the country’s commitment to attracting foreign investment and fostering economic development in various sectors.

Successfully managing corporate governance in merged companies necessitates meticulous attention to multiple aspects. When two entities combine through a merger, they often bring together distinct corporate cultures, governance structures, and practices, which can pose significant challenges. Several strategies can be employed to navigate these challenges effectively, as highlighted in this article.

Integrating Cultures:

Merged companies often have different organisational cultures, values, and management styles. It is crucial to create a unified corporate culture that aligns with the vision and objectives of the merged entity. This can be achieved through open communication, leadership alignment, and shared values, fostering a sense of cohesion and collective identity.

Board Composition and Structure:

Merged companies must carefully consider board composition and structure to ensure diverse expertise, representation, and independence. The board should include directors from merging entities, ensuring continuity and knowledge transfer. Conducting thorough due diligence on potential board members and implementing a robust nomination and election process is essential.

Leadership and Management:

Merging companies may face challenges in defining leadership roles and responsibilities. It is crucial to establish clear reporting lines, delineate decision-making authority, and clarify the roles of executives. Strong leadership that promotes collaboration and effective communication across all levels of the organisation is essential for successful post-merger integration.

Shareholder Engagement:

Maintaining transparency and engaging shareholders is critical during the merger process. Companies should provide timely and accurate information about the merger’s progress, potential risks, and anticipated benefits. Effective communication channels, such as shareholder meetings, investor presentations, and regular updates, can help address concerns and build trust.

Risk Management and Compliance:

Merged companies must assess and mitigate risks associated with regulatory compliance, legal obligations, and potential conflicts of interest. Establishing robust compliance programs and internal controls, including comprehensive risk assessment frameworks, is crucial. Compliance training and ongoing monitoring can help ensure adherence to ethical standards and regulatory requirements.

Ethical Standards and Corporate Social Responsibility:

Upholding ethical standards and demonstrating a commitment to corporate social responsibility are vital in a merged company. Integrating sustainability practices and responsible business strategies can enhance the company’s reputation and stakeholder trust. Developing a code of conduct that reflects the merged entity’s values and addressing potential conflicts of interest is essential.

Stakeholder Management:

Managing stakeholders, including employees, customers, suppliers, and communities, is essential in a merged company. Proactive communication, addressing concerns, and involving stakeholders in decision-making can foster support and collaboration. Regular feedback and employee engagement initiatives are crucial for maintaining a positive corporate culture.

Periodic Evaluation and Adaptation:

Corporate governance in merged companies is an ongoing process that requires periodic evaluation and adaptation. Regular assessments of governance structures, practices, and policies can help identify areas for improvement. Feedback from stakeholders, including board members, executives, and employees, should be actively sought and considered.

To foster a favourable environment for mergers, the Kingdom has established a comprehensive legal framework that protects the rights of stakeholders and supports the smooth execution of M&A transactions. Here are some essential laws and regulations in Saudi Arabia that safeguard and facilitate mergers:

Companies Law: The Companies Law in Saudi Arabia, enacted in 2015, provides the foundational legal framework for corporate governance and M&A activities. It governs the formation, operation, and dissolution of companies in the Kingdom. The law ensures transparency, fairness, and protection of shareholders’ rights, including merger and consolidation provisions.

Capital Market Authority (CMA) Regulations: The Capital Market Authority is the regulatory body overseeing the securities industry in Saudi Arabia. The CMA has issued various regulations that govern M&A transactions involving listed companies. These regulations outline the procedures, disclosure requirements, and approval processes for mergers and acquisitions, ensuring transparency and protecting the interests of investors.

Saudi Arabian General Investment Authority (SAGIA): SAGIA is crucial in promoting foreign investment in the Kingdom. It supports and guides companies involved in mergers, mainly when foreign entities are part of the transaction. SAGIA facilitates the necessary approvals and licensing requirements, simplifying the process for foreign investors seeking to engage in M&A activities in Saudi Arabia.

Competition Law: The Competition Law in Saudi Arabia, enforced by the Competition Protection Council, regulates anti-competitive practices and monopolies. It ensures fair competition in the market and prevents abusive practices that may hinder or distort mergers. The law requires companies involved in mergers to notify the council if the transaction meets certain thresholds, allowing for scrutiny to safeguard market competition.

Saudi Arabian Monetary Authority (SAMA) Regulations: SAMA, as the central bank of Saudi Arabia, issues regulations that govern banking and financial institutions. These regulations guide mergers and acquisitions involving banks, insurance companies, and other financial entities. SAMA ensures mergers comply with capital adequacy requirements, solvency standards, and regulatory obligations, safeguarding the financial sector’s stability.

Labour Law: The Labour Law in Saudi Arabia protects the rights of employees during mergers. The law ensures that the merger process does not disadvantage employees and that their rights are respected throughout the transition. It outlines provisions related to the transfer of employees’ rights, including compensation, benefits, and job security.

Foreign Investment Law: The Foreign Investment Law introduced in 2019 aims to attract foreign investment and enhance the ease of doing business in Saudi Arabia. The law provides incentives and protections for foreign investors, including streamlined procedures for mergers involving foreign entities. It allows full foreign ownership in various sectors, easing restrictions and promoting investment opportunities.

Takeover and Merger Rules: The Saudi Arabian Monetary Authority, in collaboration with the Capital Market Authority, has issued takeover and merger rules that govern transactions in the banking and insurance sectors. These rules ensure the fair treatment of shareholders, transparency in the process, and protection of minority shareholders’ rights.

Navigating corporate governance challenges in merged companies is a complex task that requires careful planning, effective communication, and strong leadership. By addressing cultural integration, board composition, leadership roles, stakeholder engagement, risk management, ethics, and ongoing evaluation, merged companies can create a solid foundation for long-term success and sustainable growth. Furthermore, the laws and regulations in Saudi Arabia provide a robust legal framework that protects and supports mergers, ensuring transparency, fairness, and stakeholder rights. By complying with these regulations, companies can navigate the merger process confidently, attract investments, and contribute to the growth and development of the Saudi business landscape.

Para – Mohd. Said

Posted on December 16, 2021 - 1:36 pm by perpetual-admin

KSA Announces Next Steps in Licensing Process for Khnaiguiyah Mining Site

Posted on March 6, 2022 - 2:01 pm by perpetual-admin

The Ministry of Industry and Mineral Resources (MIM) has announced the next steps in the process of awarding the license for the largest mining site in KSA. Khnaiguiyah, situated in Al Rayn Terrane, spans 350km2 and is part of the Arabian Shield. The site has a 3D geological model and has already been subject to much exploration work, with over 100,000 meters drilled to date. According to the Saudi Geological Survey, with its estimated 26 million tons of zinc and copper, the site’s geological potential is huge.

Saudi Arabia’s mining sector has an estimated value of $1.3 trillion, and the country has 48 identified minerals, including large quantities of gold, phosphate, and copper. In addition, rare earth metals such as nickel and zinc are also mined in the Kingdom, generally for use in smart devices and computers.

The KSA mining sector is set to receive high levels of foreign investment over the coming decade, and as such, the government has released further concessions for mining and quarrying to private firms. Saudi Arabia’s national mining champion, Ma’aden, is owned by both the government and private shareholders. As is demonstrated by this rapidly growing company’s international joint ventures, the Kingdom welcomes investment from the private sector.

Since Saudi’s latest mining law was passed, more than 1,500 licensing requests have been submitted to the government. KSA aims to receive mining sector investments in the region of $170b by the end of the decade, and with rising demand for the metals required for the energy transition, this appears to be an achievable goal.

Revisions to the Saudi mining investment laws and regulations

The executive regulations of the Mining Investment Law offer many benefits for both the sector and its investors. A permanent committee will decide upon objections filed by government agencies and applications for allocation of the areas of mining complexes, and there are provisions for an Exploitation License and General-Purpose License in place of the Material Collection License. In addition, the export of mineral ores is subject to further regulation, and control procedures will support investors with licenses.

There is an increase in licensing procedure efficiency, with all license procedures being made electronic. There is also a more comprehensive violations and penalties regime, with maximum fines of up to SR1m for law violations, and transparency will be increased by publishing licensing records. Data is to be provided for mineralized sites, and precise decision periods are determined.

KSA has an estimated SR5 trillion in untapped mineral deposits, so revisions were designed to accommodate foreign investors with an interest in the mining sector and the Kingdom’s mineral industry. The revisions support the Vision 2030 reform plans, which aim to boost mining sector contributions to the overall national economy. The revisions were also backed by the Ministry of Energy, Industry and Mineral Resources (MEIMR), which aims to propel the mining sector’s contribution to GDP from $3b to $64b by 2030.

Benefits to KSA mining workers and local communities

The SAR2bn Khnaiguiyah project is predicted to generate 2,000 to 3,000 direct and indirect jobs for mining workers in the region. It will also contribute to the development of neighboring regions and mining projects, employing local people from those regions and boosting numbers of purchases from the local markets.

It will positively impact the development of communication networks in the areas surrounding the project and make a substantial contribution to the development of Saudi’s zinc and downstream copper industries.

The Mining Investment Law revisions demonstrate a healthy, modern approach to the KSA mining sector and are likely to develop more mining and exploration programs. The subsequent licensing processes are also extremely supportive toward potential investors in the sector, having been brought in line with industry standards. As a result, KSA is openly welcoming mining companies and investors to take full advantage of the many opportunities its mining sector is offering.

Saudization “Nitaqat”

Posted on March 6, 2022 - 2:09 pm by perpetual-admin

Introduction

Nitaqat is an initiative launched by the Saudi Ministry of Human Recourses and Social Development(“HRSD”) to encourage the private sector to hire Saudi nationals, thus, decreasing Saudi unemployment and increasing the share of their participation in the labour market.

The initiative restricts certain positions in the private sector to be occupied only by Saudi nationals. Currently, there are five Zones; Red, Low Green, Medium Green, High Green, and Platinum. Nitaqat applies to all entities that have 6 employees and above.

HRSD would apply Nitaqat to place the Saudi entity into a zone based on the percentage of Saudization it holds. Each range has its privileges and limitations.

Since its application in 2011, Nitaqat has been subject to different changes and updates, the latest of which was in December 2021( the “Advanced Nitaqat”).

What changes affected the Advanced Nitaqat

Using the number of employees instead of the size of the entity:

Nitaqat classifies entities by their sector, activities and number of employees using the International Classification Standard (“ISIC4”) over three years. By applying a specific equation using the Saudization percentage and number of employees, the entity will be able to know in which zone it falls for the first, second and third year onward.

Minimum wage

While there is no specific minimum wage for a Saudi national generally under the Saudi Labour Law, the MHRSD would only count an employed Saudi national towards Nitaqat if his/her basic monthly salary is at least SAR 4,000, which was SAR 3000. However, those whose salaries are SAR 3000 and less than SAR 4000, including part-time workers shall be counted as ½ of the Saudi worker. In addition, flexible-hours workers shall be counted as 1/3 of the Saudi worker, provided the worker has completed not less than 168 hours in service. Handicapped worker will be considered as 4 workers, provided that his/her salary is not less than SAR 4,000.

Consolidation of Related Activities

The previous Nitaqt classified organizations under 85 categories, which have been condensed to 33 activities and placed them in the same category with common characteristics.

1	Agricultural production, animal production, its services and equestrian clubs	2	Mines, Energy and Services
3	Industries	4	Contracting, construction, building and cleaning
5	Operation and maintenance	6	Wholesale and Retail
7	Health Services	8	Accommodation, Recreation and Tourism
9	Ground transportation and storage	10	Sea and Air transport
11	Financial Institutions	12	Business Services
13	Social Services	14	Recruitment services and security guards services.
15	Personal Services	16	Combined Entities.
17	Higher Education	18	Girls’ schools, Kindergartens and Nurseries
19	Boys’ Schools and boys’ and girls’ complexes	20	International Schools
21	Selling Fuel	22	Women’s goods Sale and maintenance of mobile phones
23	Restaurants with services that do not include fast food	24	Fast food and Ice-cream Shops
25	Cafés	26	Catering
27	Communication solutions	28	IT Solutions
29	postal activities	30	IT Infrastructure
31	telecommunications infrastructure	32	Operation and maintenance of communications
33	Operation and maintenance of information technology

Parallel Saudization: no reference is made to Parallel Saudization.

Nitaqat Saudization Calculation:

To explain how the equation works, the table below shows the values that need to be used to generate the minimum classification for each zone, then the Saudizatin percentage will be compared to the result to allocate the entity in the relevant zone.

Activity	Zone	Curve Fixed Value	Absolute Fixed Value for the 1^st year	Absolute Fixed Value for the 2^nd year	Absolute Fixed value for the 3^rd year
Industries	Low Green	1.68	14.08	20.08	25.08
	Medium Green	1.87	16.87	22.87	27.87
	High Green	2.08	20.47	26.47	29.47
	Platinum	2.08	23.87	28.37	32.87

Below is an example of an activity and the Nitaqat zones for the first year on the assumption that the entity has 19 employees (7 Saudis and 12 non-Saudis):

Saudization percentage= total number of Saudi employed divided by the total number of employees multiplied by 100 = xx%

7%19× 100 = 36.84

Equation to produce the values for each zone:

Curve Fixed Value * log(total number of employees) + absolute fixed value for the relevant year

Nitaqat Low Green Value: 1.68× log(19)+14.08= 16.22

Nitagate Medium Green Value: 1.87× log(19)+16.87= 19.26

Nitaqat High Green Value: 2.08× log(19)+20.47= 23.12

Nitaqat Platinium Value: 2.08× log(19)+23.87= 26.52

Accordingly, the entity will be placed by comparing the Saudization percentage with the results we reached above:

From 0% – 16.21 falls in Red Zone.

From 16.22 – 19.25 falls in Low Green Zone.

From 19.26 – 23.11 falls in Medium Green Zone.

From 23.12 up to 26.51 falls in High Green Zone.

From 26.52 up to 100 falls in the Platinium Zone.

As the Saudization percentage is: 36.84%, which exceed the minimum range of the Platinium Range (26.52), then the entity shall be placed in the Platinium Zone.

Privileges and Limitations of Each Range:

Premium Range Companies:

Receive applications for the balance of visas for any available professions.
Can change professions of their foreign employees to any other profession, except for profession restricted to Saudi nationals.
Can renew the work permit of foreign employees at any time, provided the remaining validity period of Iqama does not exceed six months upon renewal.
May transfer foreign employees’ from any of Nitqat range.
Shall be given a replacement visa for employees who leave the county on final exit visa.
Shall be counted immediately in Nitaqat program.

High Green Range Companies:

Receive applications for the balance of visas for any available professions.
Can change professions of their foreign employees to other profession, except for profession restricted to Saudi nationals.
Can renew the work permit of foreign employees at any time, provided the remaining validity period of Iqama does not exceed six months upon renewal.
May transfer foreign employees’ from any of Nitqat range.
Shall be given a replacement visa for employees who leave the county on a final exit visa.
Shall be counted immediately in Nitaqat program.

Mid Green Range Companies

Receive applications for the balance of visas for any available professions.
Can change professions of their foreign employees to other professions, except for profession restricted to Saudi nationals.
Can renew the work permit of foreign employees at any time, provided the remaining validity period of Iqama does not exceed six months upon renewal.
May transfer foreign employees’ from any of Nitqat range.
Shall be given a replacement visa for employees who leave the county on final exit visa and was occupying any of the specialised professions.
Shall be counted immediately in Nitaqat program.

Low Green Range Companies:

Cannot receive applications for new visas.
Can change professions of their foreign employees to other professions, except for profession restricted to Saudi nationals.
Can renew the work permit of foreign employees at any time, provided the remaining validity period of Iqama does not exceed six months upon renewal.
May transfer foreign employees’ services from the Law Green Range and below.
Shall be given a replacement visa for employees who leave the county on final exit visa and was occupying any of the specialised professions.

Red Range Companies:

Cannot file applications for new visas.
Cannot transfer visas.
Cannot change employees’ professions.
Cannot issue work permits for new foreign workers.
Cannot open new files for new branches or facilities.
Cannot renew employees’ work permits.

Saudi Arabia’s Vision 2030 Offers Exceptional Opportunities For French Investors

Posted on March 17, 2022 - 4:13 pm by perpetual-admin

Saudi Arabia’s Vision 2030, which was launched by Saudi Crown Prince Mohammed bin Salman in 2016, is the major driver for current investment opportunities presented in the country. In the second quarter of 2021, Foreign Direct Investment in Saudi Arabia reached an impressive $1.4 billion. Through many incentivization programs and regulatory transformations, the government hopes to increase this to an annual figure of $100 billion by 2030.

With Saudi Arabia’s rapid economic recovery in the wake of the global pandemic, French companies and investors have an opportunity to leverage the array of new business and investment opportunities on offer within the Kingdom. However, to engage in business with the Saudi market, French companies will first need to familiarize themselves with the legal and regulatory factors that may affect their business operations in this rapidly transforming nation.

What Is Vision 2030?

The aim of Vision 2030 is to create a more diversified economy that is less reliant on oil revenue. As part of this process, the National Transformation Program seeks to increase non-oil government revenue from SR163 billion to SR1 trillion by 2030.

The government hopes to achieve this goal by the development of public-private partnerships (PPP), encouraging foreign investment in the country, introducing value-added tax (VAT), and privatizing several sectors including transport, education, and healthcare. The vision also includes plans to invest heavily in renewable energy and to develop the nation as a hub of technology and entrepreneurship in the MENA region.

So far, Vision 2030 has already seen significant success, with a string of major international companies, including Siemens and Google, committing to multi-billion dollar investments in the country. Since the program was first launched, the government has pledged over $1 trillion in development schemes. This has led to the creation of over 550,000 new jobs for local Saudis, with a further 1 million expected to materialize before 2030. In addition, foreign investment licenses nearly doubled from 700 in 2018 to 1300 in 2020, demonstrating that there is a keen interest from within the international venture capitalist community to make moves towards Saudi Arabia.

How Can French Business & Venture Capitalists Leverage This Opportunity?

In 2001, the Saudi-French Business Council was set up by the Saudi Arabian Chambers of Commerce & Industry with the aim to further develop business ties between both nations. French investment in Saudi Arabia now stands at $4.37 billion and trade between the two countries has nearly doubled over the past 10 years. French business leaders can build on this positive relationship history and take advantage of the plethora of new opportunities in the Kingdom created by Vision 2030.

The planned expansion of investments in infrastructure, healthcare, education, renewable energy, and tourism throughout the country will undoubtedly create a great number of prospects for French companies and investors across a broad range of sectors. Saudi Arabia has recently unveiled plans to invest over $100 billion to develop its renewable energy infrastructure and solar power capacity. France’s longstanding push towards increasing its use of renewable energy sources makes it a perfect partner for Saudi Arabia’s new infrastructure plans.

In addition to this, Saudi Arabia is positioning itself within the Gulf region as a hub of technological progress and development. However, achieving this status will be no easy feat without the assistance of foreign expertise and investment. French companies and technical experts may find themselves ideally positioned to enter this market given France’s highly developed digital sector.

Legal Considerations for French Businesses Entering The Kingdom

Off the back of the National Transformation Program, there has been a significant lifting of red tape. Local business regulations have been streamlined and simplified, to create a more transparent and agile process. But as with any new business venture, French companies need to be aware of the laws regulating Saudi Arabia’s commercial sector before commencing activities in the region.

Licencing Regulations

Expatriates can now have full ownership of their company based in Saudi Arabia without requiring the involvement of a local business partner. However, they will still need to obtain a MISA Entrepreneurial Licence issued by the Saudi Arabian General Investment Authority before commencing business within the Kingdom. Additionally, they will be required to apply for Commercial Registration and get a certificate from the Chamber of Commerce. For businesses operating in certain sectors, additional licensing may also be required. With these documents, you will be able to open a bank account and start operating your business within Saudi Arabia.

Saudization (nitiqat) Rules

As a result of the government’s Saudization program, all companies operating within Saudi Arabia are required to employ a certain number of Saudis to maintain their business license. Employers are required to meet these quotas to ensure that the labor market continues to develop within Saudi Arabia rather than simply relying on imported foreign workers. This is particularly pertinent for companies operating in certain sectors such as marketing, where the percentage of Saudi employees must be at least 30% of the total workforce.

Other sectors, such as secretarial, translation, storekeeping, and data entry jobs, are prohibited from employing any non-Saudis. These new regulations will come into place in April of 2022. Any business operating in the Kingdom must adhere strictly to Saudization rules, or they may face penalties.

In addition to employment quotas, Saudi workers are also entitled to a minimum wage appropriate to their industry. This starts at 4000 SAR per month, but it increases to 7000 SAR for certain professionals, such as qualified dental professionals. If your company employs a Saudi national on a part-time basis, then they will only partially count towards your Saudization figures.

Taxation

Saudi nationals and GCC residents in Saudi Arabia are not subject to any form of personal income tax. Businesses owned wholly by Saudis are subject to Zakat, which is a form of Islamic taxation set at a flat rate of 2.5%. However, businesses owned wholly by non-Saudi/GCC nationals will be subject to income tax.

If business ownership is a combination of Saudi and non-Saudi/GCC nationals, then Zakat and income tax will be paid in proportion to ownership. Income tax is set at a flat rate of 20%, but this increases to between 50% and 85% if the income is derived from oil and hydrocarbon production revenue.

In 2018, Saudi Arabia introduced VAT at a standard rate of 5%. However, it has now increased to 15% with an exception for the financial sector.

A Mutually Beneficial Relationship

Vision 2030 has eased investment restrictions and streamlined registration processes for foreigners. This means that there has never been a better time for French investors to start doing business with the Kingdom.

France has always been a world leader in terms of innovation, so they are well-placed to accommodate the needs of Saudi Arabia’s growing technology sector. In the long term, this will be a mutually beneficial relationship for both French businesses and the people of Saudi Arabia.

French companies will have greater access to a market of almost 35 million consumers, where there is a growing middle class seeking innovative and high-quality products and services. As a rapidly developing and youthful nation, Saudi Arabia will benefit from more foreign investment and expertise, while they achieve their national transformation goals.

Unlocking Saudi Arabia with Hammad & Al-Mehdar

Hammad & Al-Mehdar is a new-age law firm bridging traditional and emerging business sectors for private sector companies, family offices and SMEs entering or operating in the Middle East. We help navigate essential legal and regulatory requirements to grow and succeed in the Middle East, with specialty in the Kingdom of Saudi Arabia given our 40-year track record. Our firm is forward thinking and has depth of knowledge in business of the past, present and future, and therefore well qualified to support French companies as they evolve their presence into Saudi Arabia and the wider MENA region. To discuss your business presence and expansion in Saudi Arabia contact Senior Associate, Samy Elsheikh.

Vision 2030 and the regulatory reforms on the horizon

Posted on March 23, 2022 - 6:38 am by perpetual-admin

Since its inception in 2016, Saudi Arabia’s Vision 2030 has been positioned as a transformative blueprint for the country’s future. And while there is no doubt that the plan — which aims to wean the economy off its dependence on oil and gas revenues and make the Kingdom a global investment powerhouse — will have a profound impact on virtually every sector of Saudi society, its legal implications are most far-reaching.

From the introduction of 5G and the accompanying increase in regulation to the need for businesses to embed new systems and ways of working, Vision 2030 is certain to have a major impact on Saudi law. Perhaps nowhere is this more evident than in the area of competition law, where the plan’s ambitious diversification and privatisation goals are likely to bring increased competition — and with it, the need for stricter enforcement.

With this in mind, here’s a closer look at some of the legal implications of Saudi Arabia’s Vision 2030.

5G & Regulation

The rollout of 5G networks is set to transform the way we live and work, and the Saudi government is keen to ensure that the country is ready for this next-generation technology. Abdullah Al-Sawahah, Minister of Communications and Information Technology, stated that “Saudi Arabia is determined to be a world leader in 5G to take early advantage of its benefits.”

To that end, the government announced in 2021, that they would designate the entire 6GHz radio band for unlicensed use. This is in line with global trends, as more countries are making large swaths of radio spectrum available for 5G deployment.

However, in order to ensure that the rollout of 5G in Saudi Arabia is done in a way that is safe and compliant with international standards, the government has also laid out a framework for telecoms companies. Under these new regulations, they must adhere to a number of strict security and privacy requirements and are advised of the need to develop disaster recovery plans and ensure that customer data is properly protected.

Information Security & Data Protection

With the rise of cloud computing and the increasing digitisation of society, the issue of information security and data protection is becoming increasingly important. The Saudi government has taken note of this trend and has introduced several regulations aimed at safeguarding consumer data.

Saudi Arabia’s Personal Data Protection Law was implemented by royal decree in 2021. This regulation sets out a number of strict requirements for businesses that process or store personal data.

Among other things, businesses must, in most cases, obtain prior consent from individuals before collecting, using, or sharing their data. They must also ensure that personal data is properly protected and take steps to ensure that any data breaches are promptly reported and resolved. The CITC has also published a set of guidelines on information security, which businesses are encouraged to adopt in order to protect themselves from cyber-attacks.

Competition Law

As Saudi Arabia moves away from its dependence on oil and gas revenues, the need for strong competition laws becomes increasingly important. This is especially true in the context of Vision 2030’s ambitious diversification plans, which are sure to bring new players into many sectors of the Saudi economy.

In late 2019, a new Competition Law was announced by Royal Decree. This new set of regulations is in line with international best practices and designed to ensure that businesses compete fairly, without resorting to anti-competitive practices such as price-fixing, bid-rigging, and illegal market manipulation.

The General Authority for Competition (GAC) has begun to increase its enforcement of competition law in recent years, and this is likely to continue as the Saudi economy becomes more competitive. In 2021, the GAC blocked its first transaction during a merger, signalling a new era of tougher enforcement.

“Competition filing has been a standard part of acquisition and investment transactions relating to Saudi Arabian companies, including technology companies, which have seen an investment boom over the last 2 years. Private equity and, to a certain extent, venture capital, investors and targets must now consider the impact of competition on their intended transactions” stated Abdulrahman Hammad, partner and head of the finance practice at Hammad & Al-Mehdar.

The Changing Future Of Saudi Arabia

The Saudi government’s Vision 2030 is a bold and ambitious plan that is sure to have a major impact on the Kingdom’s economy. While the full extent of these impacts is not yet known, it is clear that businesses will need to be prepared for a number of legal and regulatory changes. From new regulations on 5G and data protection to increased competition law enforcement, businesses will need to adapt in order to stay ahead of the curve.