LEBANON Law and Practice Contributed by: Joseph Nasrallah, Jad Skaff and Yasmina Ballout, HNS Legal
• Technology & Digital Services – Technology and digital service providers have attracted investor interest given their scalability and capacity to gen - erate revenue outside the domestic market. Recent cross-border strategic combinations, particularly in media and digital platforms, reflect this dynamic. • Insurance – The insurance sector is gradually consolidating as companies respond to financial pressure and stricter regulatory oversight. Smaller insurers are under pressure to strengthen their capital position, often by seeking new investors or merging with stronger players. As a result, well- capitalised groups with access to hard-currency funding have become natural buyers in the market. • Engineering & Consultancy – Firms with regional operations and technical expertise continue to attract interest due to their ability to generate foreign-currency income. • Energy & Renewables – This sector has seen growth driven by both necessity and a clearer legal framework. The Distributed Renewable Energy Law (Law No 318/2023), ratified in December 2023, now facilitates peer-to-peer trading and direct power purchase agreements (PPAs), fostering specialised M&A in the solar space. • Real Estate & Healthcare – Healthcare transactions are driven by cost rationalisation. Real estate deals remain opportunistic and often require enhanced local risk assessment. In Lebanon, a company is typically acquired through a share acquisition, and less commonly through a statu - tory merger or an asset transaction. The choice of structure mainly determines whether liabilities remain with the target or are selectively assumed by the buyer. Share acquisitions are the most usual approach. The buyer acquires shares in a joint stock company (SAL) or quotas in a limited liability company (SARL), while the legal entity remains unchanged and continues to hold its assets, contracts, licences and liabilities. Completion requires corporate approvals and reg - istration of the share transfer with the Commercial Register. 2. Overview of Regulatory Field 2.1 Acquiring a Company
Statutory mergers (by absorption or by formation of a new company) are mainly used for group reorganisa - tions. By operation of law, all rights and obligations of the merged entity transfer to the surviving or newly formed company without individual assignment of contracts. Asset transactions are less frequent for operating businesses. Although they allow the buyer to limit exposure to historical liabilities, assets, contracts, employees and permits must generally be trans - ferred individually, which can make execution more complex and time-consuming. As a result, buyers place particular emphasis on payment security, and transactions commonly include escrow arrangements, deferred consideration or offshore settlement struc - tures. Certain sectors are subject to additional approvals. Transactions involving banks require regulatory con - sent under the Legislative Decree No 13513/1963 (the “Code of Money and Credit”) and acquisitions of real estate rights by foreign persons may require govern - mental authorisation. Listed companies are addition - ally subject to capital markets and stock exchange rules. 2.2 Primary Regulators M&A activity in Lebanon does not fall under the supervision of a single dedicated takeover authority. Instead, oversight is fragmented and depends largely on the sector in which the target operates. Under the Competition Law, the National Competition Authority (NCA) is responsible for the review of eco - nomic concentrations. Transactions that may result in a significant market share must be notified to the NCA and may be subject to prior clearance. Although the Authority remains in a transitional phase toward full operational capacity, its statutory power to review and prohibit anti-competitive mergers introduces a formal merger control review mechanism. At corporate level, transactions are formalised through the Commercial Register, which records share trans - fers, mergers, and corporate restructurings in accord - ance with the Code of Commerce. Registration and publication render the transaction effective vis-à-vis
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