EGYPT Law and Practice Contributed by: Mohamed Hashish, Heba El Abd and Mariam Rabie, Soliman, Hashish & Partners
• whether the target shares in the JSC are cen - trally registered with the Misr for Central Clearing, Depository and Registry (MCDR). 2.2 Primary Regulators The primary regulators for M&A activity in Egypt are as follows: • the General Authority for Investment and Free Zones (GAFI); • the FRA; • the MCDR; • the EGX; and • the Egyptian Competition Authority (ECA). 2.3 Restrictions on Foreign Investments Generally, foreign investments are subject to screen - ing in Egypt based on specific criteria, including the investor’s nationality and the company’s activities, as the activities that can be carried out by non-Egyptian investors, as well as the investor’s nationality, may be restricted by relevant Egyptian laws and certain condi - tions may be required to be met. Therefore, screening must be performed to ensure satisfaction of these conditions and requirements. Foreign ownership restrictions are applicable in sev - eral sectors and locations such as: • importation activities for resale or trading pur - poses. These restrictions were recently relaxed, allowing majority foreign ownership for a period of ten years subject to renewal based on certain conditions; • ownership of agricultural lands; • commercial agencies or intermediary businesses; and • carrying out business in the Sinai Peninsula. Furthermore, in certain circumstances, the regulatory authorities may require foreign investors to fulfil cer - tain conditions, such as: • a minimum capital for obtaining certain approvals and licences; • the creation of a minimum number of jobs for Egyptian nationals; and
• the use of a minimum percentage of local resourc - es in their products. 2.4 Antitrust Regulations The Egyptian Antitrust Law No 3 of 2005 as amended in 2022 (the “Antitrust Law”) requires the pre-approv - al of the ECA for any transaction that constitutes an “economic concentration” and meets the relevant cri - teria with respect to financial thresholds. Under the Antitrust Law, an economic concentration is defined as any change of control or material influence as a result of a merger or acquisition or the establishment of a joint venture. The pre-closing clearance regime for the aforemen - tioned transactions was introduced in 2024 and became effective as of 1 June 2024, replacing the post-notification regime. Furthermore, the notification and pre-approval of the FRA is required for any potential transaction that con - stitutes an “economic concentration” and fulfils the financial thresholds, if the persons concerned with the economic concentration exercise one of the activi - ties under the FRA’s supervision, namely securities and capital markets activities, insurance, reinsurance or insurance brokerage activities, mortgage finance activities, financial leasing activities, securitisation and factoring activities, or microfinance activities. The FRA and ECA co-operate before clearing an economic concentration, in accordance with certain prescribed timelines under the law. 2.5 Labour Law Regulations On 3 May 2025, the New Egyptian Labour Law No 14 of 2025 (the “New Labour Law”) was officially pub - lished in the Official Gazette. In accordance with its provisions, the New Labour Law entered into force on the first day of the month following the lapse of 90 days from the date of its publication (ie, 1 September 2025). The New Labour Law replaced the previous Labour Law No 12 of 2003. Under the New Labour Law, any condition or agree - ment that violates the provisions of the Labour Law and/or derogates from the employee’s rights and enti - tlements shall be considered invalid. However, in the event that a rule and/or stipulation originating from
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