BAHRAIN Trends and Developments Contributed by: Noor Hassan Radhi, Fatima Al Ali and Saifuddin Mahmood, Hassan Radhi & Associates
by law to regulate mergers from an anti-competi - tion perspective at least 30 days before finalising any agreement or memorandum of understand - ing related to the transaction. The notification should include comprehensive details about the transaction to facilitate a thorough assessment. At present, the Consumer Protection Directorate of the Ministry of Industry and Commerce pro - visionally performs the duties of the Competi - tion Authority. The Competition Authority has a 90-day period to evaluate the proposed transac - tion, following which it may approve, condition - ally approve or reject a transaction. Economic concentrations may exceptionally be allowed by the Minister in charge, with the approval of the Council of Ministers, if it is deemed necessary for compelling public policy reasons. Listing rules and disclosure requirements In transactions involving publicly traded compa - nies, the Bahrain Bourse regulations must also be observed in addition to other legal and regula - tory requirements. Key aspects of requirements triggered in the context of an M&A transaction include the disclosure requirements pursuant to the CBB Disclosure Standards. The Bahrain Bourse Listing Rules mandate immediate dis - closure of material information, including M&A discussions or agreements, to maintain market transparency and protect investor interests. Publicly listed companies must adhere to strict disclosure requirements before, during and after an acquisition or merger to ensure market sta - bility. Certain transactions that do not fall under the scope of the TMA Module may be executed in the special-order market with the Bahrain Bourse. This market is specifically designed to handle large transactions or those with special terms that may not be suitable for the regular market. Buyers and sellers can pre-arrange
trades to be executed in the special-order mar - ket, whereby both parties are allowed to agree on specific terms in advance, ensuring that the transaction is executed efficiently without caus - ing significant disruptions to the regular market. Laws pertaining to dispute resolution Bahrain has developed a framework of dispute resolution mechanisms that enhances its attrac - tiveness to international investors. In 2024, the Bahrain International Commercial Court (BICC) was established, through a col - laboration between Bahrain and Singapore, focusing on international commercial disputes, particularly those involving international parties from different jurisdictions. Proceedings can be conducted in English, catering to the global business community. International legal experts specialising in commercial laws sit as judges in this court. Notably, the BICC allows appeals to be heard by a designated body of the Singa - porean judiciary, providing an additional layer of judicial oversight. The BICC operates under optional jurisdiction, allowing parties to con - tractually agree to submit their disputes to its jurisdiction. It is worth noting that in 2009, the Bahrain Cham - ber for Dispute Resolution was established as a specialised court with mandatory jurisdiction handling disputes exceeding a specific thresh - old involving international commercial matters. Additionally, in 2015, Bahrain adopted the UNCI - TRAL Model Law on International Commercial Arbitration aligning with international arbitration standards, while it has been a signatory to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards since 1988.
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