Legal Updates – Page 15 – Hammad & Al-Mehdar Law Firm

Investment Strategies & Access to Finance in KSA

Posted on December 11, 2022 - 10:37 am by perpetual-admin

Saudi Arabia is a lucrative market for businesses to expand their operations, with a booming economy and a rapidly diversifying range of industries. But every business requires a certain amount of capital before they can begin trading in a new market, so understanding investment strategies and how to access finance is crucial. Thankfully, Saudi Arabia is a favorable investment destination for corporations, with many pathways available to secure the necessary funding. In this article, we will outline some of the investment strategies and forms of finance available to businesses in KSA.

Finance Options for Saudi Businesses

There are a variety of investment strategies available for businesses considering entry into KSA, depending on the business’s goals and risk profile. If your business is already well-established outside of KSA and looking to expand its operations, your options will be more diverse. Here is a breakdown of some of the finance options available:

Venture Capital

One of the most popular investment strategies is venture capital. Venture capitalists will usually provide companies with access to funding in exchange for a stake in their business and/or influence over how it is run. In KSA, venture capitalists often seek out ambitious projects that can generate high returns in a relatively short period of time. If you have an especially innovative or ground-breaking idea for a business that seems to have potential, you might have more success in catching the attention of venture capitalists.

Joint Venture/Partnership

A joint venture or partnership is a great way for businesses to gain access to the Saudi Arabian market without having to go it alone. By partnering with an established local business, companies can benefit from their knowledge and experience of the local environment as well as access to capital, resources, and a ready-made customer base. It is important to do your due diligence before entering into any joint venture or partnership, as it can be a risky venture if the partner company is not fully vetted.

Mergers and Acquisitions

Merging with or acquiring an existing company in KSA is one way to quickly gain a foothold in the region. This is often the strategy of choice for larger companies looking to expand their operations into KSA. Businesses should be aware that the process of acquiring a company in KSA can be complicated and may require specialist legal advice.

Private Finance

Businesses in KSA can also access finance through bank loans. Banks in the region offer a range of financing options, including long and short-term loans, letters of credit and mortgages. Companies should be aware that different banks have different requirements for obtaining finance, so it is important to do your research before applying.

Grants

In some cases, businesses may be eligible for grants or other forms of financial assistance from the Saudi Arabian government. These grant programs are highly competitive, and businesses should ensure they meet all the necessary criteria before applying. Certain regions, such as new economic cities, may offer various incentives and subsidies to businesses as well.

Preparation is Key

Ultimately, the success of any business venture in KSA depends on preparation. Understanding the investment strategies available, and how to access finance, is a crucial step in the process. With careful research, planning, and execution, businesses in KSA can be successful and profitable.

There are a few key things to remember when embarking on an investment strategy in KSA:

● Do your research. Make sure you understand the local market, regulations and procedures before starting.

● Develop a comprehensive business plan that outlines your goals, objectives and strategies for achieving them.

● Utilize all available resources, from local businesses to grant programs, to maximize your chances of success.

● Talk to professionals and experts in the field who can provide advice and guidance.

● Make sure you clearly understand the associated risks with each investment strategy.

● Be patient and flexible; the process of setting up a business in KSA can take time, but your efforts will be rewarded.

By taking the time to understand the investment strategies available, and doing your research on finance options, your business is more likely to experience success in KSA. The market has a lot of potential for growth and profit, and with the right preparation and strategy, businesses can enjoy excellent returns.

The Liability of Management and Good Governance in a Saudi Arabian Context

Posted on December 14, 2022 - 2:33 pm by perpetual-admin

Across the globe, businesses are under increasing pressure to adopt sustainable and ethical practices. Known as ESG (Environmental, Social, and Governance), this focus on responsible business practices is becoming more and more important for companies looking to protect their reputation and ensure long-term success.

In Saudi Arabia, where businesses are just starting to come to terms with the need for ESG compliance, there is still some work to be done to create a corporate culture that embraces these values. In this article, we will explore the importance of effective management and good governance in a Saudi Arabian context, looking at what this means in practice and the benefits that will be gained by businesses that fully embrace it.

What Is Governance?

At its most basic level, governance refers to the systems and processes that are put in place by an organization to ensure that operations run smoothly and effectively. Often used interchangeably with management, governance is a broader concept than simply managing day-to-day operations; it encompasses a range of different factors such as ethics, risk management, compliance requirements, and stakeholder relationships, among others.

In Saudi Arabia, the importance of governance has become particularly clear in recent years. Hence, the Capital Market Authority (“CMA”) issued the Corporate Governance Regulations by Resolution No. 8-16-2017 dated 12-02-2017 G (The “Regulations”) as it aims to enforce the global governance standards on the joint stock companies.

The Regulations broadly define Governance as a set of rules that aim to regulate the relationship between the management team and the shareholders of the company, by establishing rules and procedures in relation to the mechanisms of decision-making, add clarity and more transparency and credibility in order to protect the rights of shareholders, achieve greater clarity and more transparency on the Saudi Stock Exchange and the business environment in general.

As the local authorities have come to realize the importance of governance and the potential risks and liabilities associated with not following its best practices, the Ministry of Commerce issued the Corporate Governance Regulations for Non-Listed Joint Stock Companies (commonly known as Closed Joint Stock Companies) for guidance. Both regulations aim at establishing an effective legal framework to govern the company, and particularly aim at (i) enhancing the role of the company’s shareholders and facilitating the exercise of their rights; (ii) stating and clarifying the rules and responsibilities of the management team; (ii) enhancing the role of the management team and the internal committees in order to develop their capabilities to enhance the company’s decision-making mechanisms; (iv) achieving transparency and credibility to reach greater clarity and more transparency between the management team, shareholders, related parties, and any person is dealing with the company; (v) providing effective and balanced tools to deal with conflicts of interest; and (vi) enhancing accountability and control mechanisms for the Company’s employees.

Why is Good Governance Essential for Saudi Businesses?

There are many benefits for Saudi business owners who embrace good governance and effective management. For one, this approach helps companies maintain strong reputations, both within the local community and on a global scale. It also ensures compliance with regulatory requirements, which can reduce risk and help to prevent any potential legal liabilities for the management team that may have direct or indirect impacts on the company’s operations.

As the management’s liability differs according to the type of company, the recent Companies Law sets out general and strict governance rules that apply to the management team regardless the type of the company.

As shown hereunder, these rules aim to enhance transparency and credibility between the management team and shareholders:

Declaring Interest: without obtaining shareholders’ approval, none of the management team shall have direct or indirect personal interest in the business activities and contracts executed on behalf of the company.
Declaring Competition: without obtaining shareholders’ approval, none of the management team may participate in any business that would compete with the company or may compete with any business area that the company is practicing.
Exploitation: none of the management team shall exploit the company assets, information or investment opportunities presented to him in his capacity as manager or presented to the company to achieve a direct or an indirect interest for himself.

In addition to the above, robust management practices have been shown to improve employee productivity and foster creativity and innovation in the workplace, while good governance helps companies attract investors and achieve long-term success.

What Does Effective Management Look Like?

While there is no single definition of effective management, we may consider several key factors. These include clear and consistent communication, an emphasis on accountability and transparency, and overall, the ability of an organization and its leaders to effectively plan, organize, and implement strategies that enable it to achieve its objectives. This often involves a focus on metrics such as profitability, productivity, efficiency, and customer satisfaction, as well as values such as integrity, responsibility, and trust.

The following are some key strategies that Saudi businesses can implement to improve their management and governance practices:

Establish a culture of accountability and transparency. This requires creating clear processes for employee evaluation and promotion, as well as allowing employees to provide input on important decisions and policies affecting the organization.
Build systems for measuring performance and monitoring progress. This can involve the use of tools such as dashboards, KPIs, and performance scorecards.
Invest in leadership development programs. This can help managers to grow and develop their skill sets. It may include the provision of training on topics such as project management, HR best practices, and change management.
Commit to ongoing learning and education. Businesses can achieve this by forming partnerships with local educational institutions and professional organizations. This can help to foster a spirit of innovation and continuous improvement in the workplace.

Ultimately, good governance and effective management are essential for building strong businesses in Saudi Arabia. By embracing these principles, companies can ensure that they are meeting the highest standards of ESG compliance and maintaining their reputations as responsible corporate citizens.

The Rise of Employee Stock Options in KSA

Posted on December 14, 2022 - 2:36 pm by perpetual-admin

Employee share option plan (the “ESOP”) have seen an impressive rise in popularity across the globe, with more companies offering them as a form of compensation. In KSA, employee share options have recently become a prime option for employers specially tech companies due to the increased flexibility and potential for financial gain that they provide.

Why ESOP are Growing in Global Popularity

ESOP shares offer number of advantages that make them an attractive tool for companies to reward their employees and motivate them to stay with the company: They also provide certain benefits such as:

Equity – ESOP provides employees with a form of equity, allowing them to benefit from the financial success of the company without having to purchase the actual shares.
Potential Gains – ESOP shares offer employees the potential for long-term financial gain as well as short-term performance. This makes them an attractive option for employees looking to benefit from the future success of their company.
Increased Engagement – ESOP shares can also help to increase employee engagement and loyalty by being a shareholder in the company. By providing employees with a sense of ownership in the company, employers can help to boost morale and create a more motivated workforce.

HOW DOES IT WORKS

Usually, the company’s board of director approves the ESOP and set the rules in the form of a plan on how it will work for employees and in most cases grant the chief executive officer of the company the authority to grant the ESOP shares (within the authorised number of shares) based on performance and for talent acquisition purposes since the chief executive office manage the day-to-day business of the company.

We often see in early-stage companies, the board is the administrator of the plan; however, with the growth of the company usually the administration is outsourced to a service provider mainly to assign the fiduciary risk away from management, as well as freeing up of time which the board can instead redirect towards growing the company.

Why Is KSA Prime for ESOP?

Until recently, it was not common for companies in KSA to offer ESOP as a form of compensation. However, the tide is changing, and more employers are now offering them as an attractive option for their employees. Companies have freedom to tailor their ESOP to fit the needs of both the company and the employees, and to modify it as their needs may change. However, stipulations exist on the rights of both the employee and the company when it comes time to “cash-out”.

ESOP is now positioned as the prime option for employers and employees in KSA due to a number of key factors such as (i) being attractive to institutional investors; (ii) cost effective; (iii)result a high retention and attracts talents.

ESOP in KSA: The Future of Compensation

It is clear that ESOP shares set to be a solid option for employers and employees in KSA, with a stable economy, growing stock market, and low cost, they offer a unique combination of flexibility and potential for financial gains that make them an attractive option for both employers and employees.

As more businesses begin to offer ESOP shares, they may soon become the norm in KSA. By harnessing their potential; however, resident companies in KSA must be mindful of the tax implications of offering ESOP shares to foreign employees operating in the Kingdom as the company may be subject to a 20% tax on income generated by shares owned by non-Saudi shareholders. If you are an employer looking to offer ESOP in KSA, be sure to speak with legal advisors who can help ensuring your compliance with the relevant regulations and maximize the potential of this form of compensation.

The Importance of Effective Family Governance

Posted on December 14, 2022 - 2:38 pm by perpetual-admin

Family governance is essential for family businesses to achieve their goals and maintain success across generations. A well-structured family governance model covers all aspects of the family system, including communication, values and traditions, decision-making, conflict resolution, and succession planning. The one thing all family businesses have in common is the need to maintain trust and unity, as well as a shared vision of success. Establishing effective governance helps ensure that family members have the same understanding of values, goals, and objectives.

In this article, we will discuss the importance of good family governance, what it involves, and why families need to institutionalize their governance model.

Institutionalizing Family Governance: The Need for Change

In today’s competitive, globalized market, family businesses must be prepared to face new challenges and changing conditions. Family businesses are increasingly being challenged by competition, new industries, emerging markets, and international investment. As a result, it is essential that family businesses adopt a progressive governance model that allows for agility and adaptation. Institutionalizing a governance system ensures that the family business is run efficiently and effectively, with clear roles and responsibilities, and long-term goals are met.

Here are a few key reasons why it is important to institutionalize family governance:

To remain competitive. International players are increasingly entering family businesses’ traditional markets, making it more difficult for them to maintain their competitive edge. By institutionalizing the governance model, families can ensure that they remain competitive in today’s fast-moving market and deliver strong, consistent performance.
To comply with global best practices. The world of business is increasingly interconnected. Standards of corporate governance are becoming more stringent, and families must ensure they comply with international rules and regulations if they want to enjoy market access. Instituting a formal governance system ensures that family businesses remain compliant and do not fall foul of international standards.
To meet consumer needs. Customers expect the highest level of service and quality, regardless of a company’s size or structure. Delivering on these needs requires good governance and effective decision-making. By institutionalizing a sound framework, families can ensure that their business is ready to meet the needs of customers.
To meet ESG requirements. Environmental, social, and governance (ESG) considerations are becoming increasingly important in the business world. Expectations around responsible and sustainable business practices are higher than ever before, and family businesses must ensure that their governance model is fit for purpose.

Legal Elements of Good Governance

The legal elements of effective family governance are essential. The law provides a useful framework for families to manage their businesses and protect the family’s wealth. It is important to recognise the legal implications of any business decisions and ensure that family governance documents, such as wills, trusts, and shareholder agreements are up to date. Families must be aware of the relevant legal requirements in their jurisdiction and ensure that they comply with them.

Here are a few key legal elements to consider:

Shareholder agreements. Shareholder agreements are legally binding documents, which set out the rights and obligations of the shareholders in relation to the business. These documents can include information about board structure and responsibilities, transfer of shares, decision-making processes, dividend policy, and much more.
Family constitutions. Family constitutions provide families with a framework for decision-making and help ensure that the family’s interests are represented in the business. These documents should be adapted to the evolving needs of the family and updated regularly.
Wills. Wills are a key part of succession planning and should be reviewed and updated periodically. Doing so ensures that the family’s assets are distributed according to their wishes and that any tax liabilities are minimized.
Trusts. Trusts can be used to protect family assets and provide tax benefits. It is important that families understand the legal implications of setting up a trust and ensure that it is tailored to their needs.

Family Businesses Must Prepare for the Future

Family businesses are the backbone of many economies. Their longevity and resilience make them an attractive option for investors, customers, and employees alike. But to remain competitive and successful in an ever-changing business environment, families must ensure they have the right governance model in place. By instituting a formal framework and keeping on top of the legal elements, they can ensure that their business is ready to meet the challenges of tomorrow. If done well, family governance can be the key to a successful and prosperous future.

The 2022 Saudi Arabia Legal Roundup

Posted on January 12, 2023 - 2:29 pm by perpetual-admin

The Kingdom of Saudi Arabia (KSA) is a vibrant and rapidly changing nation, with new laws and regulations being introduced at an unprecedented pace. In this article, we take a look back at the major legal developments that took place in KSA during 2022 and what to expect in 2023.

From changes to family law to new measures designed to promote economic growth, there have been a number of significant legislative moves made by KSA over the past year. We review these important changes here and consider how they may affect businesses operating in the country going forward.

New Laws Introduced in 2022

As part of the National Transformation Program, KSA implemented several new laws in 2022. Some of the areas of focus included family law, corporate governance and data protection. These changes bring greater clarity and certainty to both businesses and residents in KSA.

Personal Status Law

One of the most significant changes to be implemented in 2022 was the new Personal Status Law. The law addressed several issues related to marriage, divorce, inheritance and child custody. It was designed to protect the stability of Saudi families and provide a clear legal framework for resolving disputes. The law has been widely praised by the legal community for its provision of greater legal clarity for matters related to the family.

Evidence Law

In 2022, KSA also introduced a new Evidence Law, which aimed to streamline the process of collecting, presenting, and assessing evidence in civil and commercial cases. With the imminent enforcement of the Evidence Law, it will supersede all provisions found in both the Law of Civil Procedure and the Law of Commercial Courts regarding evidence law.

The new law brings a breadth of evidence types to the table, ranging from judicial and non-judicial, written in both official or ordinary documents, digital records, testimonies through custom, and habit or oaths taken by witnesses. Additionally, any evidence regulated by Sharia laws can also be entered into consideration.

Companies Law

The new Companies Law streamlined the business registration process and provided greater flexibility to entrepreneurs looking to start their own ventures in KSA. The newest Law, reflecting the Kingdom’s 2030 Vision, introduces far-reaching changes to enable businesses more flexibility while safeguarding their interests. It is also carefully crafted to empower the private sector and adhere to global best practices.

With the New Law in effect, investors are now able to form any of these five types of businesses: Joint Liability Company, Limited Partnership Company, Joint Stock Company, Simple Joint Stock Company, and Limited Liability Company.

Executive Regulations for the Personal Data Protection Law (PDPL)

The Executive Regulations for the Personal Data Protection Law (PDPL) was due to come into force in 2022, although it was first introduced in 2021. The PDPL is designed to increase consumer rights and ensure that organizations are taking appropriate measures to protect personal data.

Under the new regulations, organizations must appoint a privacy officer and implement robust data security measures. They must also ensure that all employees receive data protection and privacy training. Additionally, organizations are required to keep records of their data processing activities and provide clear information about how personal data will be used. However, after consultation with concerned stakeholders, the full enforcement of this legislature is delayed until 2023.

Looking Ahead: 2023

KSA is expected to make further steps towards introducing new legislation in 2023, aimed at strengthening and accelerating the Kingdom’s economic development.

Proposed laws include a new bylaw, which allows tourists to rent short-term accommodation in Saudi, such as through Airbnb and HomeAway. This will open the door to the tourism industry and create increased opportunities for Saudi homeowners to make additional income.

By June 2023, regulations related to the licencing of law firms in the Kingdom are set to change, and legal businesses are encouraged to prepare now. All foreign law firms wishing to operate in Saudi Arabia must now submit an application for a license from the Ministry of Justice and demonstrate that they meet certain prerequisites.

The Executive Regulations for the Personal Data Protection Law (PDPL) will also undergo another review before it comes into full force in March 2023. It is expected that this law will be further enhanced to ensure proper implementation.

Saudi’s efforts to modernize and globalize its legal system will continue, with further laws and regulations being explored in 2023. Looking forward, it is clear that the Kingdom is determined to create a compliant and secure legal environment for all businesses, consumers and investors.

The 2022 Roundup of KSA’s Sports & Media Industries

Posted on January 29, 2023 - 11:34 am by perpetual-admin

The sports and media industry in the Kingdom of Saudi Arabia (KSA) has undergone a significant transformation in the past few years. KSA is now home to a number of high-profile sports teams, such as Al-Hilal and Al-Nassr, who have made significant progress in their respective leagues. In addition to this, investment has been poured into the development of stadiums and other facilities to support the development of these teams, allowing them to compete at a high level both domestically and internationally.

The media industry also saw several positive initiatives and regulatory changes in 2022. In this article, we’ll explore some of the key developments in the sports and media industry in KSA over the course of 2022, as well as looking at what is likely to happen in 2023.

What Did 2022 Bring for the Sports & Media Industries?

The previous year was a milestone for the sports and media industries in Saudi Arabia. No roundup would be complete without a mention of Saudi Arabia’s impressive performance during the World Cup in Qatar. However, there have been many other notable developments that are set to shape the sector in 2023 and beyond. Let’s take a look at some of the highlights.

Sports

Football remains one of the most popular sports in the Kingdom. Out of all the Saudi residents who practise any sport, approximately 25% are participating in football. So it comes as no surprise that the KSA government is continuing to make huge investments in the development of football stadiums, training facilities, and academies to support grassroots development. In 2022, as part of this initiative, the Public Investment Fund (PIF) funnelled an impressive $2.3 billion worth of football sponsorships towards supporting football clubs and facilities in the region.

Saudi Arabia’s Sports for All Federation (SFA) also announced its ambition to construct six key sports facilities across the nation, each with 30-40 courts catered towards various sporting activities. It is estimated that more than 250,000 people will be drawn in to participate within the first year of operations.

2022 also saw the inaugural Saudi Games and NEOM Beach Games – two major sporting events that attracted both local and international competitors. With the success of these events and the continued investment in sports infrastructure, we can expect to see an increase in interest and investment from both local and foreign stakeholders within this sector.

Media

With the intent to stimulate creativity and innovation and propel Arab media into a globally competitive place, Saudi Arabia initiated the Montij initiative at the 22nd Arab Radio and Television Festival held in November 2022.

Meanwhile, new regulations for digital media creators were also introduced, with the announcement that social media advertisers and influencers were required to submit their application for a licence to the General Commission for Audiovisual Media (GCAM) before October 1, 2022, or risk a fine.

With regard to digital content platforms, the CITC announced a revised version of its Digital Content Platform Regulations in February 2022. After public consultation, the amended regulations were finally published in April 2022. This updated set of regulations is designed to provide a more precise regulatory framework for the digital content industry, demonstrating an alteration in the Kingdom’s handling of platform operators. For instance, language requiring platform operators/service providers to have a physical presence within the Kingdom has been relaxed.

Future Developments: 2023 and Beyond

With 2023 kicking off with the announcement that football mega player Cristiano Ronaldo would be signing for Al-Nassr, the sports industry in KSA is expected to draw even more global attention. As for the Kingdom’s media industry, the landscape is continuing to evolve rapidly.

Diriyah E-Prix – a Formula E Championship event in KSA held at the Diriyah Circuit – is set to be held from Jan 27th until Jan 28th 2023.
Saudi Media Forum 2023 – an annual event that brings together media professionals, specialists, and decision-makers from the region to discuss opportunities and challenges in the sector – is also set to take place in the Kingdom in 2023.
Bid for 2030 World Cup. Despite rumours of the Saudi Ministry of Tourism denying any plans for an official joint bid, they also have not ruled it out.

The developments of 2023 are expected to further fuel investment and innovation in the sector, as well as create greater opportunities for local and international stakeholders. With the right regulatory framework in place, and with continued government backing, KSA’s sports and media industry is set to become an even more competitive global force.

Saudi Arabia’s Evolving Data Privacy Landscape

Posted on January 31, 2023 - 7:29 am by perpetual-admin

As technology continues to develop, countries worldwide have begun to recognise and address the importance of data privacy. Saudi Arabia is no exception. As part of its Vision 2030 economic reform plan, the government has prioritised data privacy and security, creating new regulations to ensure that financial information is collected, used, and stored securely.

In the past, financial institutions have had the freedom to collect, store, and process customers’ personal information with few restrictions. With the introduction of the new regulations, however, financial institutions in Saudi Arabia must now comply with strict data privacy requirements to ensure customer data is protected. This will bring Saudi Arabia in line with international standards, while also providing greater protection for its citizens. In this article, we will explore these changes and the implications for financial institutions in Saudi Arabia.

How are Data Privacy Laws & Regulations Changing?

The government of Saudi Arabia announced the new Personal Data Protection law in 2021, which aims to protect and regulate the collection, storage, and use of personal data by institutions and businesses in the Kingdom. Since the initial announcement, there was a delay in the implementation of the law to give more time for consultation with stakeholders. After these considerations are taken into account, the law is expected to come into force in March 2023.

The new data privacy regulations aim to safeguard customer information and protect it from misuse or abuse. Financial institutions are required to meet the requirements of these laws, which include implementing specific measures to ensure the security and confidentiality of customers’ personal data.

To comply with these laws, financial institutions must take the following steps:

Create and implement a data protection policy
Appoint a Data Protection Officer (DPO) to oversee compliance
Implement technical and organisational measures to protect customer data
Conduct regular risk assessments and audits
Ensure that all customer data is securely stored and processed
Use robust encryption technologies to protect customer data
Provide customers with clear and adequate information on how their data is being used
Put in place procedures for dealing with data breaches
Put in place mechanisms for customers to exercise their rights under the regulations

It is important to note that these regulations are still in the process of being developed and, while they may be subject to change, all financial institutions must ensure that they are aware of the latest developments and regulations by March 2023 to remain compliant.

The Collaboration of Finance & Tech Teams is Key

The process of compliance with data privacy regulations can be a daunting task for any financial institution in Saudi Arabia. But the responsibility for compliance does not lie solely with the finance teams. It requires a collaborative effort between the finance and technology teams to ensure that all regulations are being met and that customer data is adequately protected.

Technology teams must be involved in the implementation of any regulatory requirements, as they are the ones with the technical expertise to implement the necessary measures. Inter-departmental communication and collaboration are essential to ensure that all requirements are being met. This includes sharing information and knowledge between the finance and technology teams to ensure that everyone is on the same page. Everything from the training of staff to developing and implementing an internal data protection policy must be done in collaboration with the technology team.

By working together to understand and comply with the new data privacy regulations, financial institutions in Saudi Arabia can ensure that customer data is adequately protected and remain compliant with the law.

The Evolution of Saudi Arabia’s Legal Framework

Posted on February 5, 2023 - 6:28 am by perpetual-admin

Over the past two decades, Saudi Arabia has been undergoing a remarkable transformation, which has touched nearly every aspect of life in the Kingdom. This is especially true of its legal framework, which has been a critical part of this transformation process.

To better understand how this evolution has taken shape and the potential implications for businesses, it is important to explore what has changed and what is still changing. In this article, we will explore the changing legal framework in Saudi Arabia, the impact this has had on businesses in the Kingdom, and what changes are expected to come in the near future.

Saudi Arabia’s Changing Legal Landscape

The Saudi government’s National Transformation Program put in place in 2016 marked a dramatic shift toward modernization. As part of this, the government has made a concerted effort to modernize its legal framework, create new standards for businesses, and promote transparency and accountability. Here are some of the highlights:

One key change has been the overhaul of the Kingdom’s arbitration laws and the establishment of the Saudi Centre for Commercial Arbitration in 2016. This has led to a dramatic increase in the number of arbitration cases, providing businesses with a more efficient and cost-effective way to resolve disputes outside the courtroom.
In 2018, the Ministry of Justice published a book detailing Shariah-guided legal principles and a history of previous rulings to provide guidance for litigants in civil and commercial courts. While there is no system of judicial precedents in the Kingdom, this book represented a step towards providing greater legal certainty.
In 2020, the new Commercial Courts Law was enacted, providing a modernized and streamlined framework to resolve business disputes that required court action.
Another major change was the introduction of e-filing systems and remote hearings for courts, initially triggered by the global pandemic in 2020. This has made it easier for businesses to file legal documents and launch court cases without the need to travel, leading to a marked improvement in the efficiency of the legal system.
The Law of Evidence was introduced in 2022, with the aim of reducing court discrepancies in relation to the consideration of evidence across all civil and commercial transaction disputes. This law brings Saudi Arabia further in line with international legal standards and will make it easier for businesses to present their cases in court.

What’s on the Legal Horizon?

The evolution of Saudi Arabia’s legal framework is set to continue in the coming years. In particular, there are plans for further reforms and improvements that will provide additional clarity, consistency, and transparency for businesses in the Kingdom in relation to subjects such as data protection and cyber security. The Personal Data Protection Law, which was initially introduced in 2021, is still being modified and will eventually provide businesses and individuals with a clear set of legal rulings with regard to how they should protect customer data and ensure privacy.

In addition to this, the licensing of foreign law firms is set to become increasingly open and streamlined, making it easier for businesses in the Kingdom to access foreign expertise when needed. Laws related to property and real estate are also expected to become more aligned with international standards, allowing for foreign investments in the sector.

Preventative justice will also become a focus for the Ministry of Justice, with a new committee currently being established to develop a strategy for the implementation of this concept in the Kingdom. This is expected to be beneficial for businesses, providing them with greater clarity and guidance on how to obey the law and avoid legal disputes.

Saudi Arabia: Creating a Better Legal Landscape for Businesses

The changes that have taken place in Saudi Arabia’s legal landscape over the last 20 years, but especially in the past decade, have been remarkable, and are ongoing even today. Businesses in the Kingdom can benefit greatly from these changes as they provide more clarity and consistency in how legal issues are resolved.

What’s more, greater access to foreign expertise and the introduction of preventative justice will help businesses be more proactive about avoiding legal disputes in the first place. With further changes on the horizon, businesses are strongly advised to ensure that they keep up with these developments and work with law firms to ensure that they are both compliant and well-prepared for the future.

The Legal Considerations of Alternative Funding of Growing Companies

Posted on February 19, 2023 - 1:07 pm by perpetual-admin

Funding your business is a critical part of your growth journey, and in Saudi Arabia, banks are often the first port of call for borrowing funds. Banks, however, have been restricting lending to private businesses globally, and Saudi Arabia is not an exception. To the contrary, bank credit availability to private business in Saudi Arabia can be rather limited. That’s why a business may wish to explore alternative funding sources. In this article, we will explore the different funding sources available and discuss some of the legal implications of each.

What Type of Alternative Funding Sources are Available in KSA for early stage growth?

Saudi Arabia’s venture stage ecosystem is rapidly maturing, and as such, the choice of alternative funding sources available to businesses continues to expand. It’s essential to keep in mind that for in-KSA enforceability, Shari’a compliance may be a legal requirement for recovery of profit charges or “interest”.

Angel Investors

Angel investors are customarily high-net worth individuals who provide capital to entreprenerus during the life of their ventures in exchange for an ownership stake in the business. This type of funding is often more readily available than traditional bank loans and can be used to fund the launch and very early stages of growth of a business.

Legal Consideration: Documentation in angel investment transactions is key, and while some angel investors can be qualifying or accredited investors, they may not be sophisticated. Therefore it is very important that the transaction documentation is prepared by specialists to protect both parties, and to take into consideration the private placement nature of the offering securities given applicable laws. It is also essential to perform due diligence on the investor and ensure that they qualifying or accredited investors.

Venture Capital (VC)

Venture capital is a form of capital provided by specialist investment funds (referred to as venture capital funds) to businesses in exchange for equity. VC is typically available from after the proof-of-concept stages of a business, through advanced scaling stages.

Certain venture capital funds provide debt financing, which can help businesses looking to finance working capital or other aspects of their capital requirements, but without parting way with equity. Customarily venture debt is available to companies that received institutional venture capital equity investments.

Legal Consideration: Both forms of venture capital financing are considered to be private placements or financing, and as such special legal attention should be given to documentation to ensure that they are drafted in line with applicable laws. Additionally, businesses looking to receive venture capital should carryout internal legal and compliance review in preparation for investor legal due diligence.

Additionally, debt funding is likely to be subject to the borrower providing security to the lender, and the perfection of such security. The borrower should consider carefully the scope of security and its ability to perfect the security in favour of the lender, especially if the lender is a foreign party, which is customary.

Equity Crowdfunding

Equity crowdfunding is a form of funding provided by a large group of investors, including retain investors, through a platform in exchange for a share of the business’ equity.

Legal Consideration: Under Saudi law, equity crowdfunding is permitted, subject to certain restrictions. Fundraising must occur via a platform licensed by the Capital Market Authority (CMA).

Debt Crowdfunding

Debt crowdfunding is where investors provide funds in exchange for a fixed return. This type of funding is often used by businesses to meet their short-term cash flow needs or finance a specific project. In Saudi Arabia, two debt crowdfunding platforms recently received licensed from the Saudi Central Bank (SAMA) – Forus and Tameed.

Legal Consideration: In 2021, SAMA issued a new set of regulations that clarify the legal requirements for debt crowdfunding platforms. The platform must be registered with and regulated by SAMA, submit periodic financial statements, and establish a risk management system. If you choose debt crowdfunding, you must ensure that the platform you use is fully compliant.

Key Takeaways

Alternative funding sources are worth considering if you’re looking to finance the launch or growth of your business. However, it is crucial to consider the legal implications of each type of funding before selecting an option. It is also possible for you to utilize a number of funding options in tandem. In Saudi Arabia, angel investment, venture capital, equity crowdfunding, and debt crowdfunding are all viable options for businesses looking to raise capital, but each with its own set of legal implications.

To discuss the legal implications of the options suitable to you, contact our team.

Listing and IPO Trends in KSA

Posted on February 21, 2023 - 12:50 pm by perpetual-admin

The Kingdom of Saudi Arabia (KSA) has been making significant strides in developing its capital market and promoting investment in recent years. The listing and initial public offering (IPO) trends in KSA are a reflection of the growth and development of the country’s financial sector.

Listing on the stock exchange allows companies to raise capital and increase visibility, while IPOs provide a platform for new and growing companies to enter the public market. Understanding these trends is essential for investors, entrepreneurs, and stakeholders in the financial sector to make informed decisions and capitalize on the opportunities available. This article will provide a brief overview of the listing and IPO trends in KSA, including some of the key drivers and future outlooks.

Current Market Trends

Saudi Arabia boasts the highest growth rate among G20 nations, backed by the government’s strong effort to diversify its economy and a steady flow of foreign direct investment. Despite global market volatility in 2022, Saudi Arabia’s stock market has remained relatively resilient. Ending 2022 with a bang, the economy grew by 8.8% in the third quarter, with the market capitalization of publicly traded companies totalling around $2,706 billion (USD) by January 2023. However, the nation’s stock exchange experienced its first dip since 2015, with the Tadawul All Share Index (TASI) slipping by 7.1% by the end of 2022.

Despite this, the overall trend in KSA’s stock market has been positive. Q4 of 2022 saw the MENA region, and more specifically Saudi Arabia, become a dominating force in listing activity. Seven Initial Public Offerings (IPOs) were conducted on the Tadawul Main Market with an impressive collective sum of $4.7 billion raised from investors.

Additionally, six IPOs brought in an additional $65 million while two direct listings occurred on Nomu – Parallel Market as well. Luberef subsidiary Saudi Aramco Base Oil Company achieved the largest IPO, which raised a staggering $1.3 billion – amounting to more than double what had been collected through all Saudi offerings during Q3 2022.

Key Drivers of Saudi Arabia’s Listing and IPO Market

The key drivers of Saudi Arabia’s listing and IPO market can be attributed to the nation’s successful economic policies and several serendipitous global events. Here are some of the factors at play:

Reforms such as Vision 2030, the National Transformation Program (NTP), and introducing a new regulatory framework for public offerings have played a pivotal role in driving investment and making it easier for businesses to list. This has enabled companies to gain access to capital markets, broadening their investor base and allowing them to scale up quickly.
Increased investor confidence and a low-cost capital environment have also contributed to the growth in listing and IPO activity. Direct and indirect foreign investments into KSA have risen significantly, with more international investors participating in public offerings.
Recent geopolitical events that contributed to the global increase in oil prices have bolstered the Saudi economy and prompted investors to seek lucrative opportunities in the region.

What is the Future Outlook?

The outlook for KSA’s listing and IPO market remains positive. There is a strong expectation that the optimism and growth witnessed in 2022 will continue into 2023, with more IPO activity and an increase in the number of listed companies.

The Tadawul Group remains committed to furthering its capabilities beyond what they have already achieved. In 2022, this progress was particularly noteworthy as multiple post-trade upgrades were implemented for the first time ever on the Exchange, in addition to introducing a new Single Stock Futures (SSFs) product on its derivatives market. As a result, we are likely to see more investor interest in listing and IPO activity on the Tadawul exchange as investors become more confident of the market’s potential.

In addition, the number of cross-listings is also expected to increase, with Tadawul hosting its first dual listing of the Americana Restaurants (AMR) in December last year with the Abu Dhabi Securities Exchange (ADX). This follows an agreement in 2019 with ADX to encourage more cross-listings between the two exchanges.

A strong IPO pipeline has been identified, with the potential for even larger offerings than in 2022. The government’s commitment to economic reform and the favourable geopolitical climate will likely sustain investor confidence, making it easier for companies to raise capital through public offerings. Bucking global trends, the outlook for KSA’s listing and IPO market remains promising.