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As the KSA's economy keeps growing and the private sector is being stimulated under Vision 2030, M&A has become a key tool for businesses seeking to expand and restructure.
We provide comprehensive legal support to local and international entities, covering planning, regulatory requirements, deal closings, and post-merger management, ensuring both legal compliance and commercial advantage throughout the process.
1. Why is the KSA a global hub for M&A activity?
The KSA's reform policies and rapid economic transformation have created a highly active environment for mergers and acquisitions. Businesses across various sectors are consolidating and diversifying their operations and forming partnerships to strengthen their competitive position.
The most important legal and economic factors include the following:
- Companies Law (2022): Simplification of corporate mergers, capital increases, and restructuring mechanisms.
- Foreign Investment Law: It is managed by the Ministry of Investment in Saudi Arabia and allows up to 100% foreign ownership in most sectors.
- Competition Law (2019): It is enforced by the General Authority for Competition (GAC) to ensure fair market dynamics.
- Capital Markets Authority (CMA): Regulation of acquisitions of public companies and acquisitions of listed shares.
- Digitisation of legal procedures: Application and documentation processes have become faster and more transparent through the Najiz and Qawi platforms.
Thanks to these factors, the KSA currently offers a fertile environment for domestic and international M&A, provided an experienced legal team manages them.
2. Why do you need comprehensive legal support?
M&A is not simple; it involves a series of legal, financial and procedural steps. Any negligence may delay completion or create future liabilities.
Comprehensive legal support from a specialised law firm guarantees the following:
- Compliance with regulations issued by the GAC, the Ministry of Investment (MISA), the CMA, and the Ministry of Commerce.
- Legally enforceable documents in Arabic and English.
- Precise structuring to ensure tax efficiency, ownership and compliance.
- Seamless integration after closing, covering labour, licensing and governance issues.
Our firm provides all these services in one place, allowing clients to focus on their business strategy while we handle the legal framework.
3. Our legal support for M&A – Integrated services
- Strategic planning and deal structuring
We begin with a thorough understanding of your objectives: Acquisition, merger, or strategic alliance. We recommend the most suitable legal form – share purchase, asset acquisition, or merger – while ensuring compliance with Saudi corporate and investment laws.
- Legal due diligence
Our team conducts detailed legal due diligence, examining:
- Company documents and licences.
- Contracts and obligations.
- Compliance with employment, tax and Saudisation laws.
- Pending legal or regulatory risks.
- Intellectual property, land and asset ownership.
This stage identifies hidden problems early on and strengthens your negotiating position.
- Drafting and negotiation
We draft bilingual transaction documents (Arabic/English), including:
- Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA).
- Shareholders Agreement (SHA).
- Undertakings, warranties and indemnities.
- Non-competition and confidentiality clauses.
- Decisions of the Board of Directors and shareholders.
Our goal is clarity, enforceability, and commercial balance – to ensure you are protected throughout the process.
- Regulatory filings and approvals
We coordinate filings and approvals with all relevant authorities:
- The MISA for foreign investment licensing and ownership changes.
- The GAC to authorise merger control.
- The CMA for public companies or listed shares.
- Commercial register and notary public for registration and certification.
- Post-merger integration and transaction completion
Once approvals are obtained, we manage the execution of closing documents, transfer of shares, and commercial registry updates. Once the transaction is complete, we handle the following:
- Integrating employment and regulating Saudisation procedures.
- Tax and zakat registration.
- Restructuring corporate governance.
- Submission of ongoing regulatory filings.
This comprehensive service not only guarantees the completion of the transaction but also ensures that it is fully functional and compliant with regulations.
4. Example: Comprehensive legal processing of an M&A transaction
A foreign investor in the healthcare sector sought to acquire a controlling stake in a Saudi medical service organization. Our role was as follows:
- Structuring the transaction as a share acquisition under the Companies Law (2022).
- Conducting due diligence to identify regulatory and compliance -related issues.
- Drafting of a share purchase agreement (SPA) and a bilingual shareholders' agreement to protect the rights of foreign investors.
- Coordinating files with the Ministry of Investment (MISA) and the Competition Authority and obtaining approvals within 30 days.
- Managing labour integration, licence transfers, and final updates to the commercial register.
Outcome: Smooth transaction completion without any legal disputes or regulatory delays.
5. Typical timeline and cost transparency
|
Stage |
Estimated duration |
Estimated cost (SAR) |
|---|---|---|
|
Structure and planning |
5-7 days |
5000 - 10000 |
|
Due diligence |
10-20 days |
20000 - 45000 |
|
Drafting and negotiation |
2-4 weeks |
25000 - 60000 |
|
Submission and approvals |
4–6 weeks |
15000 - 25000 |
We provide written estimates and invoices based on the progress of work before contracting to ensure transparency.
6. Key benefits of working with Sadany & Partners Law Firm
- Department specialising in M&A: Our lawyers focus exclusively on mergers and acquisitions and corporate transactions.
- Bilingual experience: Bilingual Documentation (Arabic and English) to ensure full legal implementation.
- Outreach to regulators: Strong relationships with the MISA, the General Authority for Competition (GAC), the CMA, and other authorities.
- Transparent billing: Fixed or limited fee models for predictable budgets.
- Strategic vision: We align legal advice with your business objectives.
- Post-transaction partnership: Ongoing support for integration, compliance, and governance.
We don't just manage your transaction; we ensure your long-term success.
7. M&A driven market sectors in the KSA
- Technology and FinTech: Innovation and digital transformation promotion.
- Energy and renewable energy: Partnerships aligned with the goals of Vision 2030 for sustainability.
- Healthcare and medicines: Private sector expansion and regional growth.
- Construction and infrastructure: Mergers for mega projects.
- Education and training: Acquisition to achieve national skills development objectives.
We serve clients across all major sectors, providing legal solutions tailored to each sector's regulatory environment.
8. The common legal mistakes we recommend you avoid
|
Mistake |
Preventative solution |
|---|---|
|
Unclear boundaries of ownership or foreign investment |
Conducting early analysis at the MISA and structuring the deal from the outset |
|
Failure to submit competition files |
Proactively submitting the necessary notifications to the General Authority for Competition (GAC) |
|
Poor drafting of bilingual contracts |
Preparation of bilingual documents fully compliant with Saudi law |
|
Non-compliance after completion of the transaction |
Ongoing legal follow-up and provision of necessary updates to the client |
Avoiding these risks ensures that your transactions run smoothly, are completed quickly, and are profitable.
9. Post-transaction – Ongoing legal partnership
Once the transaction is completed, Sadany & Partners Law Firm continues to be your permanent partner by providing:
- Corporate governance services and board of directors consulting.
- Reviews of compliance with labour laws and Saudisation.
- Legal advice for future expansion or restructuring.
- Support dispute resolution and arbitration, where appropriate.
We aim to preserve the legal strength of your business after the transaction is completed.
10. Conclusion
Full legal support and real outcomes
Conducting M&A transactions in Saudi Arabia requires solid legal expertise and a thorough understanding of both the regulatory framework and the client's vision.
We provide comprehensive M&A legal services while maintaining reliability, transparency, and quality of execution throughout all stages of the transaction.
Whether your transaction involves an acquisition, merger, or restructuring, we ensure that it is secure, compliant with regulations, and aligned with your strategic objectives.
Contact us today. Our M&A team in Riyadh will guide you confidently towards a new phase of expansion and growth.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.