International Corporate / M&A – Saudi Arabia – Faisal A. Linjawy

The Law Firm of Hassan Mahassni is a full-service law firm with decades of experience in corporate/M&A transactions, commercial law, dispute resolution, capital markets, banking & finance, energy, employment, IP, media, e-commerce and real estate. Our corporate/M&A team excels in both local and international transactions, thanks to more than 50 years’ experience in the market. Our team, comprising both Saudi and international lawyers, delivers practical and tailored solutions that meet our clients’ legal needs. This cross-cultural and cross-legal expertise enables us to provide seamless advice, especially in deals involving multi-jurisdictional elements.

Saudi Arabia’s corporate legal framework is rapidly modernising, with laws increasingly aligned with international best practices. The new Companies Law, effective from January 2023, represents a major shift in how businesses operate, especially in corporate governance, structuring joint ventures and overall transparency. What sets Saudi Arabia apart from neighbouring countries is the speed and volume of regulatory changes since a few years ago, such as the Civil Transactions Law and Personal Data Protection Law, which reflect the Kingdom’s unique Vision 2030 strategy. This rapid legal evolution presents both opportunities and challenges for businesses, prompting them to seek legal counsel more frequently.

Our workflow remains consistently strong, with growing demand for a wide range of corporate services, including M&A, restructuring, incorporation, liquidation, insolvency, corporate governance and shareholder disputes. The current uptick in transactions is largely driven by Saudi Arabia’s Vision 2030, which is creating a robust environment for foreign and local investment.

We advised one of the largest foreign vehicles testing companies on a multi-million-dollar joint venture with a prominent local player in the same industry. The joint venture was initially structured as a Simplified Joint Stock Company (SJSC), a corporate form newly introduced by the 2023 Companies Law. Despite immense pressure from the Saudi Standards, Metrology & Quality Organization (SASO) to finalise the joint venture within a tight timeframe, we successfully negotiated and finalised the agreement. However, during the incorporation process, the Ministry of Investment had yet to begin licensing SJSCs, despite their recognition under the new law. In response, we swiftly advised our client to restructure the joint venture as a Closed Joint Stock Company (CJSC) to meet SASO’s deadlines. Our timely intervention ensured the project’s smooth progression while maintaining compliance with all legal requirements.

Key sectors driving M&A activity in Saudi Arabia include energy, technology and financial services, with increasing momentum in media, entertainment and e-commerce. Vision 2030 has positioned these sectors for growth, with significant government backing to diversify the economy away from oil dependency. FinTech and logistics are also emerging areas due to their role in enabling new business models underpinned by digital transformation.

We have been working with a diverse mix of large international firms and SMEs. The increased need for Saudi law support stems from the growing interest in the local market, facilitated by regulatory reforms and enhanced investor protections. Larger firms often seek our support on complex, cross-border transactions, while SMEs approach us for guidance in navigating the evolving local legal landscape. This breadth allows us to stay versatile and cater to the specific needs of both global and local players.

We provide comprehensive legal counsel to entrepreneurs, ensuring that their business operations are compliant with local regulations. We actively guide entrepreneurs in navigating the legal landscape, including selecting the most appropriate corporate structure, drafting and negotiating contracts, ensuring IP protection, as well as advising on regulatory compliance and employment matters.

A key upcoming development is the updated Investment Law, which is expected to come into effect in early 2025. This law is set to significantly streamline and ease the process of foreign investment into Saudi Arabia, enhancing the country’s attractiveness as an investment destination. It is expected to simplify regulatory processes and offer more incentives to foreign investors. Some estimates suggest it could boost FDI by billions of Saudi Riyals – further accelerating economic diversification in line with Vision 2030.

Saudi Arabia is undergoing a remarkable transformation, and there is a palpable sense of energy and excitement around doing business here. We are privileged to be at the forefront of this transformation, supporting businesses as they navigate the many opportunities that arise. Our firm’s deep-rooted history, combined with our expertise in the local legal landscape and international markets, positions us uniquely to deliver unparalleled support to clients. We are committed to helping businesses capitalise on the opportunities available during these dynamic times.