SAUDI ARABIA Law and Practice Contributed by: Alex Saleh, Asad Ahmad, Omar Halbouni and Shahad Al-Humaidani, GLA & Company
The 90-day regulatory review period will begin on the date the GAC notifies the applicant that the notifica - tion submission is complete. If the last day of this regulatory review period falls on an official holiday, the next working day will be considered the last day of the regulatory review period. The regulatory review period may be suspended in specific circumstances. • When the GAC requests any information or docu - ments from the applicants, it may suspend the reg - ulatory review period from the date it requests the information or documents to the date the applicant provides the requested information or documents. • When the GAC finds that the economic concentra - tion parties or their representatives have provided incorrect information or failed to submit avail - able information to the GAC within the prescribed period. When the regulatory review period is suspended, the days of suspension are not counted toward the 90-day regulatory review period. 2.13 Penalties for the Implementation of a Transaction Before Clearance Where an economic concentration must be notified to the GAC, it is a violation of the KSA Competition Law for the transaction to be completed unless the par - ticipating parties have received the GAC’s approval in writing (see 2.12 Requirement for Clearance Before Implementation ). With respect to the penalties implemented and their publication, see 2.2 Failure to Notify . The GAC’s 2022 annual report does not indicate that any of the penal - ties imposed were with respect to parties who had implemented the transaction before the GAC’s clear - ance. 2.14 Exceptions to Suspensive Effect Exemption The GAC’s board of directors has the authority under Article 8 of the KSA Competition Law and Chapter 7 of the Implementing Regulations to provide a party or parties with an exemption that will exclude the KSA Competition Law from being applied to a specific
transaction or economic concentration. The exemp - tion will be granted if it leads to improved market performance or to improved performance of under - takings in terms of product quality, technological development, creative efficiency or both. The benefit of the exemption to the consumer should outweigh the effects of restricting competition. An application for exemption under this mechanism must be made and will be considered by the GAC if the application: • is made in the format and on the forms specified under the Implementing Regulations; • provides adequate justification for the application; • includes sufficient evidence of the positive results envisaged from the economic concentration; and • provides supporting documents and any other information that the GAC requires to review the application. The board may, upon the recommendation of the technical committee, approve the application if the exemption will: • lead to improving the market or undertakings’ performance in terms of quality, diversification, technological development or innovative efficiency; • benefit consumers to a degree that outweighs the negative effects from the restriction of competition; and • not enable the undertaking(s) benefiting from the exemptions to exclude competition or competitors from any market. All three conditions must be met for an exemption application to be approved. In addition to these con - ditions, the board may also consider any other fac - tor relevant to assessing the degree of restriction of competition, along with the benefits resulting from the
exemption. Failing Firm
While the GAC does not provide for a waiver or exemption for a failing firm under the KSA Competi - tion Law, it does take this aspect into account in its assessment. Where one of the parties to the economic concentration is a failing firm, the GAC may decide
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