Corporate Law, Governance, Transactions & Contracts
Corporate & Transactions
From the constitution of the entity to the completion of the transaction, accompanying the institution through the decisions by which its future is determined.
/ The Practice
Corporate and transactions is the longest established of the Firm's practices. It comprises the entire life of the corporate entity, from constitution, through governance structures and the decisions that turn upon them, to reorganization, acquisition, merger and exit. The practice is conducted within the Saudi Companies Law issued in 1443 AH and its implementing regulations, the Capital Market Law, the Competition Law, and the requirements of the authorities exercising supervision over them.
Contact the Firm/ Practice Details
Scope: Conducted by its own specialists, in coordination with Arbitration & Litigation
Serves: Saudi corporations, holding groups, family companies, foreign investors entering the market, and entities undertaking the reorganization of their ownership
Focus: Constitution, governance, due diligence, mergers and acquisitions, shareholder agreements and contract drafting
Engagement: Construction, structuring, drafting, completion
Enquiries: Submit the Matter
/ The Reading
A contract drafted in haste, transcribed from a ready precedent, or left with a single particular unresolved will appear sound upon its face. The deficiencies it carries emerge on the day a dispute arises, and their cost by then is considerable. The Firm drafts the contract as an instrument by which rights and risk are apportioned, so that the document holds at the point at which the relationship is placed under strain.
/ Scope of Services
Constitution & Ownership Structures
Constitution of joint-stock companies, limited liability companies, holding companies and special-purpose entities, upon ownership structures established for the transaction in contemplation rather than for the filings of the day.
Governance & Board Regulation
Drafting and review of internal governance frameworks, board and committee charters, and compliance with the Corporate Governance Regulations, so that authority resides where the shareholders intended it to reside.
Mergers, Acquisitions & Exits
Comprehensive legal due diligence, transaction structuring, sale and purchase agreements, and the regulatory approvals required of the General Authority for Competition and the sector authorities.
Contracts & Shareholder Agreements
Shareholder agreements, strategic partnership and joint venture contracts, long-term supply, distribution and franchise agreements, and multi-party instruments reviewed upon the standard of risk.
/ Method
Every matter is commenced upon a construction of the entity as it stands: in whom ownership resides, in whom decision resides, and upon which points the existing instruments are silent. The structure proceeds from that construction, and the drafting proceeds from the structure.
/ Standards of Engagement
Construed From Within the System
Every position rests upon the Saudi statutes and upon the judicial practice by which they are applied, so that an instrument withstands the construction a Saudi court will in time place upon it.
The Contract as Apportionment of Risk
Rights and obligations are apportioned deliberately and measured against the exposure each party is able to bear, so that the agreement holds at the point at which it is tested.
One Matter, One Team
Those who construe the entity are those who draft its instruments, so that nothing is lost in the distance between the advice and the document.
/ The Firm's Commitment
The instruments the Firm drafts remain with the institution as documents its own officers are able to read, apply and defend. The cost of exact drafting on the day of constitution is a fraction of the cost of conducting a dispute ten years thereafter.
Dr. Bisher Abdulilah
Founder, Hoquqi
