Shearman & Sterling LLP | Saudi Arabia | Know How | Mergers & Acquisitions
The Knowledge Al-Maarifa Arabic
This links to the home page



What is Al-Maarifa?

“Al-Maarifa” is the Arabic term for “The Knowledge” and it is also the name of our microsite that is exclusively dedicated to our Saudi Arabian practice. Al-Maarifa is a way for us to share our market-leading legal knowledge of the Kingdom with our clients in a unique and innovative way that demonstrates our commitment to always putting our clients first.

Who are we?

With a greater footprint in the Kingdom than any other international law firm, we are uniquely aligned with our domestic clients and our foreign clients looking to do business in the Kingdom. The combination of our history of advising both domestic and foreign clients on their largest and most significant deals in the region for over 40 years and our on-the-ground presence in Riyadh through our association with The Law Firm of Dr. Sultan Almasoud, provides our clients with access to an integrated team that has an intimate understanding of both the cultural and legal landscape of the Kingdom.

We have extensive experience across a broad range of practice areas, including project development and finance, mergers & acquisitions, foreign and domestic joint ventures, privatizations, private equity and Saudi corporate advisory, capital markets, dispute resolution and litigation in Saudi courts.
  • The New KSA Civil Code: Termination of Contracts
    Prior to the new Civil Transactions Law of the Kingdom of Saudi Arabia (referred to as the “KSA Civil Code”), there were no detailed rules on termination (or faskh) at law in Saudi Arabia. As with other areas of Saudi law, the courts would interpret  termination provisions in contracts in line with Sharia principles, as informed by various sources of jurisprudence.

    The new KSA Civil Code now provides greater certainty through clear, codified provisions on how parties can terminate a contract, and the practical effects of such a decision on the parties’ contractual positions. This article sets out the key Articles within the KSA Civil Code which govern termination and rescission.
  • The New KSA Civil Code: Construction Contracts

    In our first two articles in this series, we introduced the new Civil Transactions Law of the Kingdom of Saudi Arabia (referred to as the “KSA Civil Code”) and provided analysis of its key provisions relevant to forming contracts.

    In this article, we consider the impact of the KSA Civil Code’s key provisions of particular interest to parties engaging in construction contracts in Saudi Arabia. These include both general contractual principles, as well as specific provisions related to contracts for service, known as Muqawala contracts.

  • The New KSA Civil Code: Forming a Contract
    In our initial article in this series, we introduced the new Civil Code of the Kingdom of Saudi Arabia (referred to as the “KSA Civil Code”). This significant legislative milestone codifies the law governing the forming of a contract and related contractual principles within the Kingdom.

    In this article, we examine the general provisions of the new KSA Civil Code relevant to the formation of a contract and highlight the key considerations to keep in mind.
  • Introducing the New KSA Civil Code
    On 19 June 2023, the Kingdom of Saudi Arabia enacted the Civil Transactions Law in Cabinet Decision No. 820/1444 (the “KSA Civil Code” or the “Code”) by Royal Decree M/191/1444. The Code, which enters into force on 16 December 2023 (Jumada II 3, 1445 AH), marks a significant step forward in Saudi Arabia’s legal landscape as it seeks to integrate Islamic principles into modern legal concepts, aiming to streamline transactions and promote economic growth. The KSA Civil Code covers a range of topics, from contracts and property rights to financial transactions and dispute resolution.
  • Company Types in the Kingdom of Saudi Arabia
    Knowing which corporate vehicle to use is a key concern in any commercial enterprise. This article will summarise the different types of corporate entity used within the Kingdom of Saudi Arabia and the key differences between them.
  • A Brief on the New Saudi Franchise Law
    The new Franchise Law (the “Franchise Law”) of the Kingdom of Saudi Arabia (the “Kingdom”) was promulgated by Royal Decree No. M/22 dated 09/02/1441 Hijri (corresponding to 8 October 2019). The Implementing Regulations of the Franchise Law (the “IRFL”) were approved by Ministerial Resolution No. 00591 dated 18/09/1441H (corresponding to 11 May 2020). This article provides a brief overview of some of the key provisions of the Franchise Law and the IRFL.
  • Catching the Second Industrial Development Wave: Saudi Arabia’s National Industrial Development and Logistic Program
    The focus of this article is on the “National Industrial Development and Logistics Program” (the “NIDLP”), one of the Kingdom of Saudi Arabia’s (the “Kingdom”) programs that aims to make Saudi Vision 2030 a reality. The NIDLP has four target sectors, being industry, mining, energy and logistics, however, in this article we will concentrate on the industry and logistics sectors as developments within these sectors linked to the realisation of Saudi Vision 2030 are likely to be of particular interest to our current and prospective clients.
  • How Debtors in Saudi Arabia Can Manage Insolvency Risk Post-COVID-19
    Like much of the world, residents in the Kingdom of Saudi Arabia currently live under social distancing measures and government lockdowns. As a result, many businesses, particularly in the retail, food & beverage, entertainment, travel and hospitality sectors, are experiencing unprecedented drops in revenue, which in turn is placing incredible pressure on their cash flows and operations.
  • Overview of Public Merger & Acquisition Regulations in the Kingdom of Saudi Arabia
    Since the introduction by the Capital Market Authority (the “CMA”) of the Kingdom of Saudi Arabia (the “Kingdom”) of the amended Merger and Acquisition Regulations (the “M&A Regulations”) there has been a distinct increase in market activity, indicating that public M&A transactions will continue to drive deal flow in the Kingdom. This note, updated in August 2019, provides a high-level overview of the current regulatory regime of the Kingdom governing public M&A transactions, and how certain of the M&A Regulations are tending to be applied in practice.
  • CMA Announces New Rules for Ownership in Listed Companies by Foreign Strategic Investors
    As part of the Kingdom of Saudi Arabia’s efforts to regulate and develop the capital markets and to facilitate foreign investment, the Capital Market Authority (CMA) has approved the Instructions for Foreign Strategic Investors’ Ownership in Listed Companies (the “FSI Instructions”), which came into effect on June 26, 2019. The FSI Instructions have removed the existing limit on the foreign ownership of a Saudi-listed company for foreign strategic investors (FSIs) that meet the FSI Instructions’ criteria, allowing them to take controlling stakes in Saudi-listed companies. The FSI Instructions are complementary to the “Rules for Qualified Foreign Financial Institutions Investment in Listed Securities” (the “QFI Rules”) approved by the CMA in 2015 (as amended).
  • Taking Security in the Kingdom of Saudi Arabia
    The Kingdom of Saudi Arabia is a nation with a vast and growing population of over 30 million people and significant requirements for soft and hard infrastructure. Historically, the responsibility for procuring this infrastructure has been borne by the Government, but the oil price decline and reduction of hydrocarbon export revenues, which has resulted in the development of the Kingdom’s vision for social reform and economic diversification away from dependence on hydrocarbon export revenues (Saudi Vision 2030), has forced the Kingdom to rethink how it will meet its infrastructure requirements in the future. As well as calling for a greater focus on the development of non-oil and gas-related industries (which creates additional infrastructure demand in and of itself), Saudi Vision 2030 calls for greater participation by the private sector (i.e., through the use of “public private partnerships” and other models where private sector participants bear funding responsibility) in developing the Kingdom’s infrastructure. This increased participation by the private sector can be expected to result in a spike in the use of limited recourse debt finance. Although many limited recourse debt financings have been successfully closed in the Kingdom, the laws of the Kingdom have, historically, presented some challenges for lenders seeking a robust security package in connection with limited recourse debt financings that is comparable to security packages seen in other jurisdictions.
  • New Saudi Companies Law Approved
    2015 has seen a number of interesting legal developments in Saudi Arabia, particularly from a foreign investment perspective. As well as the approval of the new Companies Law 1437H/2015G (the “NCL”), which will be of interest to local enterprises and foreign investors alike, this year has seen the enactment of rules that permit qualifying foreign financial institutions to trade in shares listed on the Tadawul and the announcement that the 25% local ownership requirement for retail and wholesale businesses wishing to sell, distribute and market their products directly in the Kingdom will be removed.