SAUDI ARABIA Law and Practice Contributed by: Alex Saleh, Asad Ahmad, Omar Halbouni and Shahad Al-Humaidani, GLA & Company
GLA & Company 8th Floor M7 Tower King Fahad Road Riyadh Saudi Arabia Tel: +965 669 55516/+971 54 997 4040 Email: alex.saleh@glaco.com Web: www.glaco.com
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation The key merger control legislation in Saudi Arabia consists of the following: • Cabinet Resolution No 372 of 1440H promulgat - ing the Kingdom of Saudi Arabia Competition Law (Royal Decree No (M75) of 1440H) (the “KSA Com - petition Law”); and • the implementing regulations pursuant to Resolu - tion No 337 of 25/1/1441H concerning the Imple - menting Regulations of the KSA Competition Law (the “Implementing Regulations”), which comple - ment the KSA Competition Law. 1.2 Legislation Relating to Particular Sectors In terms of the legislation concerning particular sec - tors, the updated Merger Review Guidelines (the “Guidelines”) were issued by the Saudi Arabian Gen - eral Authority for Competition (the “GAC”) in April 2025 (see 1.3 Enforcement Authorities ). 1.3 Enforcement Authorities The GAC enforces the relevant legislation. 2. Jurisdiction 2.1 Notification Notification is compulsory for any entity covered by the KSA Competition Law.
The only exceptions are: • transactions that do not result in a change of control (eg, acquisition of minority interests with no veto rights over strategic decisions or internal restructuring within the same corporate group); and • public institutions and state-owned companies if they are solely authorised by the government to supply goods or services in a particular field. 2.2 Failure to Notify The KSA Competition Law provides for the following penalties for breaches. • In respect of Articles 5, 6, 7 and 11 (anti-com - petitive practices, abuse of a dominant position and unlawful economic concentrations), a fine not exceeding an amount equal to 10% of the total annual sales turnover of the subject matter of the violation or, where it is not possible to estimate the annual sales, a fine not exceeding SAR10 million, may be imposed. The Settlement Committee (the GAC committee charged with reviewing alleged breaches of the KSA Competition Law and Imple - menting Regulations (excluding Article 12 (1) and Article 24 violations) and imposing penalties appro - priately) may, at its discretion, instead decide to impose a fine not exceeding threefold (three times) the gains earned by the violator as a result of the violation. The amount of the fine may be doubled in the case of a repeat offence (recidivism), where the same violation is repeated before the elapse of three years from the date on which the decision on the first violation was issued.
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