Date of Award

4-27-2016

Degree Type

Dissertation

Degree Name

Doctor of Juridical Science (SJD)

Department

Law

First Advisor

Samuel C. Thompson, Jr.

Abstract

This dissertation aims to elucidate Saudi Arabia’s mergers and acquisitions (M&A) laws. The dissertation studies and analyzes current Saudi M&A laws with reference to comparative models from different countries and provides recommendations to improve the transparency and efficiency of Saudi Arabia’s M&A laws. Such improvements may help companies attempting to conduct M&A activity in Saudi Arabia address certain barriers and difficulties, which may in turn help to stimulate the Saudi Arabian economy.

Saudi Arabia is considered one of the world’s foremost emerging markets. Since Saudi Arabia joined the World Trade Organization, its stock market has been growing quickly, including rapid growth in M&A transactions. The author of this paper argues that Saudi has a significant need for M&A activity and notes that despite the sharp growth in M&A activity in Saudi in recent years, most of Saudi’s M&A laws are not modern or sophisticated enough to handle the large, complex M&A transactions that are beginning to occur in the Kingdom. Certain M&A transactions attempted in Saudi, such as the Sahara-Sipchem deal, have been unsuccessful due to the absence of a legal framework capable of reinforcing and protecting M&A transactions and boosting M&A activities. This paper offers a critique and analysis of Saudi Arabia’s M&A laws.

The author argues that most of Saudi’s current M&A laws discourage corporations from engaging in M&A activity and/or cause M&A transactions to fail due to their (the laws’) deficits. This dissertation identifies loopholes in the Saudi legislation that governs M&A transactions. It covers antitrust law, corporate law, securities law and tax law and provides recommendations supported by models from different jurisdictions as to how M&A laws in Saudi can be made more efficient and brought in line with modern economic principles.