LEBANON Law and Practice Contributed by: Joseph Nasrallah, Jad Skaff and Yasmina Ballout, HNS Legal
3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments To our knowledge, there have been no landmark court decisions specifically addressing M&A transactions, largely because acquisition agreements commonly provide for arbitration. However, two legislative developments have materi - ally affected the M&A framework. First, the 2025 Banking Reform Law introduced a bank resolution regime under which the HBC may mandate mergers or transfers of assets and liabilities of dis - tressed banks as part of sector restructuring. This mechanism operates as a resolution tool rather than a negotiated acquisition and may override shareholder consent. Second, amendments to the 2022 Budget Law intro - duced tax incentives for corporate mergers, including reduced taxation on asset revaluation and exemptions from certain duties, addressing a traditional obstacle to restructuring transactions. Taken together, these reforms indicate an increasing use of M&A as a restructuring and regulatory tool. Transactions increasingly operate not only as expan - sion or acquisition strategies but also as mechanisms of corporate compliance, restructuring and, in certain sectors, financial stabilisation. 3.2 Significant Changes to Takeover Law Lebanon does not have a standalone takeover stat- ute or a mandatory tender offer regime comparable to those found in many jurisdictions. Acquisitions of control are primarily governed by the general provi - sions of the Code of Commerce and, in the case of listed companies, by the regulatory framework of the CMA and the rules of the BSE. While general takeover law remains stable, the past 12 months have introduced significant sector-specif - ic “forced takeover” mechanisms. The most critical development is the Banking Reform Law. This legis - lation empowers the HBC to mandate the merger of distressed banks or the compulsory transfer of their
these areas transfer with the company and may only become apparent after completion. For buyers, employment exposure is therefore treated as a pricing issue rather than a closing condition, and indemnities or purchase price adjustments are com - monly negotiated to cover undisclosed employment liabilities. 2.6 National Security Review Lebanon does not operate a dedicated national secu - rity screening regime for acquisitions. Unlike jurisdic - tions that subject foreign investments to prior geo - political or strategic review, Lebanese law does not provide a standalone authority empowered to block or condition a transaction purely on national security grounds. Transactions are instead assessed under corporate, regulatory, and competition frameworks. That said, national interest considerations may arise indirectly. In regulated sectors, such as banking, media, telecommunications, and defence-related activities, the competent authorities retain broad supervisory powers and may refuse approvals where public order or financial stability is implicated. Lebanon also maintains strict boycott legislation. The Law of 23 June 1955 prohibits Lebanese persons and entities from entering into commercial or financial dealings, directly or indirectly, with Israeli nationals or companies connected to Israel. Violations may give rise to criminal sanctions. In practice, foreign investors acquiring Lebanese assets are commonly required to obtain a “clean” dec - laration from the Ministry of Economy’s Boycott Office confirming the absence of prohibited Israeli links. This operates as a de facto screening mechanism during due diligence. Overall, Lebanon has no general foreign investment screening system, but certain transactions may be restricted through sectoral approvals and boycott reg - ulations, which are typically addressed during regula - tory approval and due diligence rather than through a formal national security review.
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