After much anticipation, on March 21, 2022, the Securities and Exchange Commission (SEC) released its new proposed climate-related disclosure framework, a sweeping overhaul of the current, materiality-based climate change...more
On March 9, 2022, the Securities and Exchange Commission (SEC) proposed rules that would require disclosure of the occurrence of, and developments related to, material cybersecurity incidents. The proposed rules would also...more
On December 15, 2021, the Securities and Exchange Commission (SEC) proposed a new rule “intended to improve the quality, relevance and timeliness of information related to issuer share repurchases.” Specifically, the new rule...more
Background -
The new Franchise Law (“Franchise Law”) of the Kingdom of Saudi Arabia (“Kingdom”) was promulgated by Royal Decree No. M/22 dated 09/02/1441 Hijri (corresponding to 8 October 2019). The Implementing...more
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...more
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,...more
On 6 October 2019, the Saudi Arabian Capital Market Authority (the CMA) published the amended Rules on the Offer of Securities and Continuing Obligations (the ROSCO), which were approved by CMA Board Resolution No. 1-104-2019...more
As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Securities and Exchange Commission (“SEC”) issued...more
As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Division of Corporation Finance of the U.S....more
COVID-19: DISCLOSURE AND CAPITAL MARKETS CONSIDERATIONS FOR US LISTED PUBLIC COMPANIES -
The outbreak and continuing spread of the novel coronavirus (“COVID-19”) and the related disruption to the worldwide economy are...more
Knowing which corporate vehicle to use is a key concern in any commercial enterprise. This article will summarize the different types of corporate entity used within the Kingdom of Saudi Arabia and the key differences between...more
This article sets out a brief overview of the legal system in the Kingdom of Saudi Arabia and should be treated only as a general guide and not as legal advice. If you require advice on a matter relating to Saudi Arabian law,...more
The new Franchise Law of the Kingdom of Saudi Arabia was promulgated by Royal Decree M/22 dated 09/02/1441 Hijri (corresponding to 8 October 2019) and will come into effect in April 2020. The Ministry of Commerce and...more
Amendments eliminate audited three-year guarantor financial statement footnote and separate financial statements of subsidiaries whose shares are pledged; replaced with unaudited combined summarized financial information for...more
3/10/2020
/ Amended Regulation ,
Corporate Issuers ,
Debt Securities ,
Disclosure Requirements ,
Financial Statements ,
Guarantors ,
Parent Corporation ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
The new Competition Law (the "Competition Law") of the Kingdom of Saudi Arabia (the "Kingdom") was enacted by Royal Decree M/75 on 29/06/1440 Hijri (corresponding to 6 March 2019) and came into force on 24/01/1441 Hijri...more
It is now time for foreign private issuers to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission (the SEC) by April...more
1/2/2020
/ Annual Reports ,
Anti-Money Laundering ,
Audit Reports ,
Disclosure Requirements ,
EBITDA ,
European Commission ,
Foreign Private Issuers ,
Form 20-F ,
Helms-Burton Act ,
IFRS ,
Libor ,
Non-GAAP Financial Measures ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
UK Brexit ,
XBRL Filing Requirements
As a result of the new economic realities brought about by reduced global oil prices and the resultant reduction in the oil export revenues of the Kingdom of Saudi Arabia, for so long the country’s economic lifeblood, there...more
12/5/2019
/ Complex Corporate Transactions ,
Economic Development ,
Energy Projects ,
Foreign Investment ,
Global Market ,
Investment Funds ,
Investment Opportunities ,
Oil & Gas ,
Public Private Partnerships (P3s) ,
Regulatory Standards ,
Saudi Arabia ,
Saudi Aramco
On September 25, 2019, the Securities and Exchange Commission adopted a new rule that will enable all issuers to “test the waters” prior to publicly filing a registration statement. Currently, only emerging growth companies,...more
9/30/2019
/ Accredited Investors ,
Corporate Issuers ,
Emerging Growth Companies ,
Gun-Jumping ,
Initial Public Offering (IPO) ,
Institutional Investors ,
New Rules ,
Public Offerings ,
Qualified Institutional Buyers ,
Regulation FD ,
Rule 163B ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
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...more
9/5/2019
/ Acquisitions ,
Capital Markets ,
Companies Law ,
Competition ,
Foreign Investment ,
Listing Rules ,
Mergers ,
Private Equity ,
Private Placements ,
Saudi Arabia ,
Shareholders ,
Venture Capital
On August 8, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments (the “Proposed Rule”) to modernize its existing requirements for how companies disclose risk factors and describe their business and...more
8/13/2019
/ Best Practices ,
Disclosure Requirements ,
Environmental Policies ,
Foreign Private Issuers ,
Proposed Amendments ,
Public Comment ,
Registration Statement ,
Regulation S-K ,
Risk Factors ,
Rule 144A ,
Securities and Exchange Commission (SEC)
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,...more
7/24/2019
/ Acquisitions ,
Capital Markets Authority ,
Emerging Markets ,
Foreign Investment ,
Investor Protection ,
Listing Rules ,
Mergers ,
New Rules ,
Saudi Arabia ,
Saudi Stock Exchange ,
Stock Markets
On May 3, 2019, the SEC proposed for public comment amendments to its rules related to the financial statements required to be disclosed by SEC reporting companies or in IPOs in connection with an acquisition or disposal of a...more
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to simplify and modernize disclosure requirements of Regulation S-K and certain forms....more
3/27/2019
/ Amended Rules ,
Disclosure Requirements ,
EDGAR ,
Financial Reporting ,
GAAP ,
IFRS ,
Initial Public Offering (IPO) ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
It is now time for foreign private issuers to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission (the SEC) by 30...more
1/14/2019
/ Annual Reports ,
C&DIs ,
Cybersecurity ,
Disclosure Requirements ,
Economic Sanctions ,
Foreign Private Issuers ,
GAAP ,
Iran Sanctions ,
Libor ,
Mining ,
Non-GAAP Financial Measures ,
PCAOB ,
Russia ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
State Sponsors of Terrorism ,
Trade Policy ,
UK Brexit ,
US Trade Policies
On 31 December 2017, the Capital Market Authority (the “CMA”) published the Rules on the Offer of Securities and Continuing Obligations (“ROSCO”), which were approved by CMA Board Resolution No. 3-123-2017 dated 9/4/1439H...more