SAUDI ARABIA Law and Practice Contributed by: Alex Saleh, Asad Ahmad, Khaled al-Khashab and Shahad Al-Humaidani, GLA & Company
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation The key merger control legislation in Saudi Ara - bia consists of the following: • Cabinet Resolution No 372 of 1440H promul - gating the Kingdom of Saudi Arabia Competi - tion Law (Royal Decree No (M75) of 1440H) (the “KSA Competition Law”); and • the implementing regulations pursuant to Resolution No 337 of 25/1/1441H concerning the Executive Regulations of the KSA Com - petition Law (the “Executive Regulations”) which complement the KSA Competition Law. 1.2 Legislation Relating to Particular Sectors In terms of the legislation concerning particular sectors, there are the updated Merger Review Guidelines (the “Guidelines”) which were issued by the Saudi Arabian General Authority For Competition (the ”GAC”) in April 2025 (see 1.3 Enforcement Authorities ). 1.3 Enforcement Authorities The GAC enforces the relevant legislation.
internal restructuring within the same corpo - rate group); and • public institutions and state-owned com - panies 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 fol - lowing penalties for breaches. • In respect of Articles 5, 6, 7, and 11 (anti- competitive practices, abuse of a dominant position and unlawful economic concentra - tions), a fine not exceeding an amount equal to 10% of the total annual sales of the subject matter of the violation, or, where it is not pos - sible to assess the relevant sales, a fine not exceeding SAR10 million, may be imposed. The Settlement Committee (the GAC commit - tee charged with reviewing alleged breaches of the KSA Competition Law and Executive Regulations (excluding Articles 12 and 24) and imposing penalties appropriately) may, at its discretion, instead decide to impose a fine not exceeding three times the profit generat - ed by the offence. The amount of the fine may be doubled in the case of a repeat offence. • In respect of Article 16 (impeding investiga - tion), a fine not exceeding an amount equal to 5% of total annual sales, or, where it is not possible to assess the relevant sales, a fine not exceeding SAR5 million, may be imposed. The amount of the fine may be doubled in the case of a repeat offence. • In respect of other breaches, a fine not exceeding SAR2 million may be imposed. When the Settlement Committee imposes any of these penalties, the following will be taken into account.
2. Jurisdiction 2.1 Notification
Notification is compulsory with respect to any entity that is 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
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