This critical update, following the GAC's public consultation on its proposed amendments to the Guidelines of 1 July 2024, provides essential refinements and clarity on the KSA merger control regime, underscoring the GAC's ongoing commitment to promoting competition. Among the key changes from these earlier proposals are clarifications on the application of separate notification thresholds to mergers, acquisitions and joint ventures, a more comprehensive explanation of the concept of control and the circumstances in which a change of control is deemed to occur, the introduction of exemptions for specific cross-border joint ventures and acquisitions by passive investment funds, and a defined validity period for clearance decisions from the GAC. The revised Guidelines largely incorporate the changes from the GAC's earlier proposals, with some additional refinements following the public consultation of the draft that concluded on 2 August 2024.
These updates are a welcome development, bringing the Saudi merger regime into closer alignment with the International Competition Network (ICN) Recommended Practices for Merger Notification and Review Procedures and the merger control practices in numerous other jurisdictions. Nevertheless, there are still some open questions regarding the appropriate scope of the GAC's notification thresholds, the amount of the filing fees to be settled for each filing and the transparency of the GAC with respect to gun-jumping cases.
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Ruwaa AlAbdullatif, Trainee Associate, has contributed to this legal update.
