Applying Corporate Governance Principles on Pre-Merger Stage in Saudi Arabia A Comparative Study
The dissertation analyzes the application of the current SCGR on M&A operations in Saudi Arabia and assesses the extent to which they adhere to the most globally advanced rules by comparing them to M&A application in the US. The study seeks to discover both the strengths and weaknesses of pre-merger practices in Saudi Arabia by observing its corporate governance and M&A regulations and comparing them to their US equivalents. In the end, the research provides recommendations to improve Saudi M&A laws and judicial applications by benefitting from the well-established US experience of regulating the complicated operations of M&A and from the sophisticated judicial practices that interpret and solve related emerging issues.
To reach such recommendations, the study gives an overview about the global M&A and corporate governance practices with mention to the Saudi’s practices. Afterwards, it examines in depth the due diligence phase by demonstrating its most common types and related legal issues that may rise from performing the due diligence. The paper moves to discuss the disclosure of the gathered information and its impact on M&A transactions. It then deeply explores the effect of the issues conflict of interests and information insider trading on credibility of M&A. finally, the decision of M&A is built upon the information that has been gathered and disclosed; thus, the dissertation researches the shareholders voting process based on the revealed information, and it provides recommendations to the Saudi party to adopt appraisal rights to protect the minority shareholders’ rights when making M&A decision.