GCC Quarterly Review - Q4 2021

The fourth quarter of 2021 saw a number of legal developments in the Gulf Cooperation Council (GCC) region (Bahrain, Kuwait, Oman Qatar, Saudi Arabia and the United Arab Emirates). Our GCC Quarterly Review – Q4 2021 summarises a selection of the major developments in that period, with links to further reading available. 

ADGM

Framework for onshore listings by ADGM companies

The Securities and Commodities Authority (“SCA”) and the Abu Dhabi Global Market (“ADGM”) Registration Authority signed a Memorandum of Understanding in October 2021 to enable ADGM registered entities to offer and list shares on UAE capital markets and promote the regulatory and supervisory cooperation between the regulators. This follows the amendment to the SCA’s Resolution No.11/R.M of 2016 regarding the offering and issuance of shares on public markets which enables enable companies established in a UAE free zone (such as the ADGM) to offer their shares to the public on the Dubai Financial Market or Abu Dhabi Securities Exchange, if certain requirements are met. Read more…

Proposed changes to beneficial ownership framework

The ADGM consulted on proposed changes to the Beneficial Ownership & Control Regulations 2018 in December 2021, to further align the regulations with international standards and best practice, with the aim of preventing financial crime. Key proposed provisions would strengthen the approach for identifying beneficial owners of ADGM companies who are natural persons who indirectly have a material ownership interest in an ADGM company through an intermediate holding entity and recording details of nominee directors. 

DIFC

DFSA introduces rules on investment tokens

The Dubai Financial Services Authority (“DFSA”) introduced a new regulatory framework for “Investment Tokens”, which include security tokens and derivative tokens, issued, which are transferred and stored using Distributed Ledger Technology (DLT) or other similar technology, in October 2021. The DFSA’s regime relates Investment Tokens within the existing framework, where they are considered to be the same as, or sufficiently similar to a type of “Investment” which is regulated by the DFSA. The new regime applies to persons undertaking activities that involve or relate to Investment Tokens; and its impact means that those who wish to market, issue, trade or hold Investment Tokens in or from the DIFC must comply with the Markets Law 2012 and the DFSA’s Rulebook, and DFSA Authorised Firms wishing to undertake Financial Services (such as dealing in, advising on, or arranging transactions) relating to Investment Tokens, will require DFSA approval or authorisation.

This is the first phase of the DFSA’s Digital Assets regime and follows a consultation process in 2021 (read more…). A further consultation on a proposed regulatory regime for tokens not covered by the Investment Tokens regulatory framework, such as exchange tokens (i.e., cryptocurrencies), utility tokens and certain asset-backed tokens (stablecoins), is expected later in 2022.

Consolidation of arbitration institutions in Dubai

The DIFC-LCIA Arbitration Institute (“DIFC-LCIA”) will no longer operate as an independent arbitration institution, as Dubai Decree No.34 of 2021, has abolished the DIFC-LCIA Arbitration Centre’s administering body, the DIFC Arbitration Institute (DAI). Three arbitration institutions in Dubai – the DIFC-LCIA, the Dubai International Arbitration Centre (“DIAC”) and the Emirates Maritime Arbitration Centre – are now consolidated under the umbrella of DIAC. Read more…

This development will affect ongoing arbitration proceedings being conducted in accordance with the DIFC-LCIA Rules and agreements which specify arbitration under the DIFC-LCIA Rules as the method of dispute resolution. Ongoing arbitration proceedings under the DIFC-LCIA Rules will continue to be heard by the same tribunals and under the same arbitration rules, except that now the cases will be administered by DIAC. As for existing agreements, the DIAC will now become the administering institution, unless otherwise agreed by the parties.

Arbitration proceedings will not be affected where they are being conducted, or an agreement selects arbitration proceedings to be conducted, in accordance with the rules of another arbitration institution, such as LCIA Rules or ICC Rules (even if the seated in the DIFC).

English Commercial Court enforces a judgment of the DIFC Courts

The English Commercial Court has granted summary judgment to the claimant to enforce a judgment of the DIFC Courts in Barclays Bank PLC v Shetty [2022] EWHC 19 (Comm), 10 January 2022. This is the first time a DIFC Court judgment has been enforced in England.

The case related to a guarantee governed by English law and subject to the jurisdiction of the DIFC Courts. The claimant obtained a judgment from the DIFC Courts in relation to the guarantee and sought to enforce the DIFC Court judgment in the English Commercial Court. In the action to enforce the DIFC Court judgment in England, the English Commercial Court applied common law, as there is no enforcement treaty in place between the United Kingdom and UAE. The Judge referred to the summary of the common law principles applicable to the recognition and enforcement of the English Court money judgment set out in the Memorandum of Guidance between the DIFC Courts and the Commercial Court, Queen’s Bench Division, England and Wales issued in January 2013. This provides that the English Court will enforce a DIFC Court judgment, without review of the merits, if it is final and conclusive, the DIFC Courts had jurisdiction, the judgment is of a type that the courts will enforce (broadly, the courts will not enforce a judgment for the payment of taxes, fines or penalties) and there are no grounds for challenge.

Employment law reform

The DIFC enacted reforms to the Employment Law (DIFC Law No.2 of 2019, as amended by Employment Law Amendment Law No. 4 of 2021) and introduced new Employment Law Regulations. The employment law regime was modernised in 2019 to regulate, among other things, part-time employees, parental leave, sick leave payments, discrimination, gratuity payments and sponsorship costs. The latest changes refine the regime by addressing issues such as the duration of the probationary period for short term fixed-term contracts and workplace health and safety requirements to account for working from home arrangements and the accrual of vacation leave.

UAE

UAE Federal Government enacts huge legal reform programme

Reforms to a range of laws governing matters such as commercial companies, commercial registration, electronic transactions and intellectual property were announced by the Federal Government in November 2021. New laws also introduce frameworks for data protection, factoring and receivables and cybercrime. These extensive legal initiatives were enacted during the UAE’s Golden Jubilee year, referred to as the “Year of the 50th”, and represents the largest legal reform in the UAE’s history.

New UAE Commercial Companies Law 2021

Companies onshore in the UAE are now regulated by a new law on Commercial Companies, Federal Decree-Law No.32 of 2021, which repealed and replaced Federal Law No.2 of 2015 with effect from 2 January 2022. 

The new Commercial Companies Law 2021 was enacted as part of an extensive programme of legislative reforms, designed to modernise the country’s legal framework and support economic growth. The new companies law regime makes reasonably conservative adjustments to the existing regime and many provisions of the previous regime are maintained (reflecting the position under the CCL 2015 as amended by Federal Law No.26 of 2020, and relevant SCA regulations). Secondary regulations are expected to be published by the Ministry of Economy and the SCA. Existing regulations published under the Commercial Companies Law 2015 remain in force until new regulations are issued (to the extent that do not conflict with the provisions of the new Commercial Companies Law 2021).

Key changes to the regime include:

• Application and exemptions: the new Commercial Companies Law 2021 applies to broadly the same types of company as the Commercial Companies Law 2015. There are two new categories of company which are expressly recognised:
  • Special Purpose Acquisition Companies (“SPACs”) (public joint stock companies established for the sole purpose of acquiring or merging with another company); and
  • Special Purpose Vehicles (“SPVs”) (companies whose purpose is to separate the assets and obligations associated with a specific financing arrangement from the assets and obligations of its parent entity).

There is now a legal basis to establish SPACs and SPVs, which are commonly used in other jurisdictions to facilitate a range of capital markets and other transactions. These types of companies are exempt from the application of the law, where a decision of the SCA provides the Commercial Companies Law 2021 does not apply. The SCA issued the region’s first regulatory framework for the creation and listing of SPACs on the UAE’s securities markets in January, which exempts SPACs from the application of a wide range of provisions of the Commercial Companies Law 2021 (read more below). Unless and until the SCA issues regulations governing the operations of SPVs which provide that Commercial Companies Law 2021 does not apply SPVs, they will be regulated by the Commercial Companies Law 2021.

• PJSCs: some of the changes applicable to public joint stock companies (“PJSCs”) include; the nominal value of shares is no longer prescribed in the law, there is no longer a concept of authorised share capital, shares can be issued at a discount, there are new provisions enabling the division of a PJSC, SCA approval is required prior to convening a general assembly meeting of a PJSC, if a general assembly is not quorate then no quorum requirements will apply at any adjourned meeting, which must be held after a period of no less than five days and not more than 15 days from the date of the first meeting.
• LLCs: some of the changes applicable to limited liability companies (“LLCs”) include: new arrangements for the management of the Board of Managers if their term expires and a new Board of Managers is not appointed which provide that the existing board will continue to manage the LLC for a period of 6 months, the shareholders may appoint a supervisory board if there are more than 15 partners (reduced from seven), if a general assembly is not quorate, generally no quorum requirements will apply at any adjourned meeting, which must be held after a period of no less than five days and not more than 15 days from the date of the first meeting (unless the Articles of Association provide otherwise), LLCs are required to set aside 5% of its net profits to form a statutory reserve (reduced from 10% under the previous regime). The terms of Ministry of Economy Decree No.272 of 2016, which clarifies the extent to which provisions of the Commercial Companies Law 2015 applicable to PJSCs also apply LLCs continues to apply to equivalent provisions of the Commercial Companies Law 2021, unless and until a new decision is issued by the Ministry of Economy under the new law.
• IPOs: The Commercial Companies Law 2021 no longer prescribes that the founders of the company must subscribe for 30%-70% of the issued share capital may be offered to the public. The percentage of share capital which is being offered to the public is to be set out in the prospectus. The SCA is expected to issue regulations on this point.

Companies regulated by the commercial Companies Law 2021 have a one-year transitional period to “adjust their positions” to comply with the new law, which ends on 2 January 2023 (this period is extendable by decision of the Cabinet). We understand this to mean that companies must amend their constitutional documents to the extent that they don’t comply, and it is unlikely to mean companies are actually wound up if they don’t do so, but rather that such companies will not be permitted to register with public bodies unless and until they adjust their positions in compliance with the law.

SCA issues the first SPAC regulatory regime in the Middle East

Special Purpose Acquisition Companies, or SPACs, can now be incorporated and listed in the UAE, following the introduction of a new SPAC regime set out in the Commercial Companies Law 2021 (Federal Decree-Law No.32 of 2021) and new SCA regulations (SCA Decision No. (1/R.M.) for 2022 on the system of companies established for the purpose of acquisition or merger SPAC) (“SPAC Regulations”). The SPAC Regulations came into force on 4 January 2022. It is the first SPAC regime in the Middle East.

SPACs are described in the Commercial Companies Law 2021 as public joint stock companies established for the sole purpose of acquiring or merging with another company as a means of enabling a private company to be taken public. SPACs are increasingly being used as an investment vehicle in other jurisdictions, enabling investors to invest in a public company newly incorporated by a founder or sponsor, the shares to be listed on a stock exchange through an initial public offering (“IPO”), and the subsequent acquisition of or merger with a private target company.

Some of the key points to note about the new SPAC regime include:

• The founders must apply to the SCA for classify the proposed company as a SPAC. The SCA must issue its decision within 10 business days.
• In order to be classified as a SPAC, the company must meet certain criteria, including that the company’s capital must be a minimum of AED 100,000 on incorporation and a minimum of AED 100 million immediately after IPO. The proposed sponsors must also meet certain criteria as to solvency, experience and good standing.
• SCA approval is required in order for the SPAC to carry out an IPO.
• There are bespoke provisions for SPAC IPOs, including specific requirements for prospectuses (in particular the risks for investors, the proposed timing of the merger or acquisition and detailed financial information).

SPACs are exempt from many provisions of the Commercial Companies Law 2021, including those relating to incorporation procedures, founders’ contribution, various provisions regarding shares (such as relating to public offerings), strategic partner contribution and merger and acquisition procedures. Certain provisions of the Commercial Companies Law 2021 may apply to SPACs to the extent they are not disapplied or contrary to the purpose of the SPAC.

The new regime provides an alternative route for private companies purchased by investors to go public, in addition to traditional routes to listing. The new regime may encourage SPAC offerings in the UAE, building on the ongoing momentum to attract foreign investment in the UAE and increasing global SPAC activity. 

UAE introduces new regime for securing receivables

Lenders can now take more robust security over receivables, under the new regime set out in Federal Decree Law No.16 of 2021 on Factoring and Transfer of Accounts Receivables (the “Receivables Law”). The new regime dovetails, and to an extent overlaps, with the regime for taking security over moveable assets under Federal Law No.4 of 2020 governing Pledged Rights in Moveable Assets (the “Moveable Assets Law”), as it relates to receivables.

While the Moveable Assets Law regime already allows lenders to take a non-possessory mortgage over a range of present and future moveable assets, including receivables, the Receivables Law enables an assignment of receivables and, importantly, rights relating to the receivables. Such rights may include contractual rights, guarantees, indemnities or security, or insurance proceeds from any insurance policies relating to the receivables contract. The scope of the law does not extend to the proceeds of the receivable – i.e., the cash in a bank account. Notice to the underlying debtor which owes the receivable is not necessary for the assignment to be valid as a matter of UAE law and consent of the debtor is not required.

Previously, market practice has been to secure such rights by way of assignment a form of quasi-security. Under UAE law, an assignment of such rights was not a security interest and there was no express regime governing assignments of rights. It was generally assumed that requirements for creation of an assignment of rights were broadly similar to the codified requirements applicable to assignments of debts/obligations, but there was legal uncertainty as to whether the consent of the counterparty was required for an assignment of rights and the UAE courts have reached differing decisions on the matter. This is the first time an assignment of rights is expressly recognised as a form of security under UAE law; the Receivables Law provides welcome clarification as to the legal basis and method for this type of assignment.

Security over receivables and related rights can be registered in the Emirates Integrated Registries Company (EIRC), in the same way as assets secured under the Moveable Assets Law. Enforcement methods (including self-help remedies) are the same as set out in the Moveable Assets Law.

UAE enacts the first Federal data protection regime

The UAE has enacted the first Federal data protection law, to regulate the processing of personal data across the Emirates (Federal Decree-Law No.45 of 201, replacing a previously fragmented and uncomprehensive regime. A new UAE Data Office has been established (pursuant to Federal Decree-Law No.44 of 2021).

The Data Protection Law 2021 applies to the processing of personal data by a controller or processor located in the UAE in relation to data subjects in the UAE or outside the UAE, and a controller or processor located outside the UAE in relation to data subjects who are in the UAE. Entities who are processing such data need to be aware of the territorial and extra-territorial reach of the new regime. Personal data is a broad term and includes a wide range of information relating to an identified or identifiable natural person.

There are some exemptions from the application of the law, including in relation to government data,  government authorities that control or process personal data, personal data held with security and judicial authorities, as well as health data and banking/credit data which types of data are subject to separate legislative regimes. The UAE Data Office has the discretion to grant a full or partial exemption where a data processor does not process a large amount of data. The Data Protection Law does not apply to entities in free zones in the UAE which have their own data protection and privacy laws, including the DIFC and the ADGM.

All processing of personal data must comply with the new controls on data processing. The new law also sets out requirements as to consent to data processing, obligations on data controllers and processors, the appointment, role and responsibilities of a Data Protection Officer, the rights of data subjects, data security and data transfers. Aspects of the Data Protection Law draw on The General Data Protection Regulation (EU) (2016/679) (GDPR) and international best practice relating to data processing. Passed by the President of the UAE on 20 September 2021, the law came into force on 2 January 2022. Secondary regulations are expected to be issued within six months of the date that the Data Protection Law was passed. The Cabinet is to issue a decision setting out the penalties for breach of the law.

New intellectual property law

The UAE’s new intellectual property law (Federal Law No.11 of 2021 on the regulation and protection of industrial property rights) came into force in November 2021. Industrial property rights, such as patents, utility certificates, industrial designs and integrated circuits are regulated by the law, which applies across the UAE including free zones. A new register of these types of intellectual property rights is to be created, and a new committee will be established to deal with any claims or grievances related to the registration and protection of such rights.

Patent protection is valid for 20 years, while the protection for utility certificates is 10 years. Applicants in seeking patent protection internationally for their inventions can apply for protection to the Ministry of Economy under the Patent Cooperation Treaty 1970 (PCT), to which the UAE is a contracting state. This makes it possible to seek patent protection for an invention simultaneously in several countries. These types of intellectual property rights can be assigned to third parties and pledged as security. The new law does not regulate other types of intellectual property rights, such as trademarks which are regulated separately under Federal Law No.37 of 1992 On Trademarks.

Foreign investment update

The Cabinet issued Decision No.55 of 2021 on the Determination of the List of Strategic Impact Activities which lists the activities which have a “strategic impact”. Foreign investment in companies engaged in strategic impact activities is restricted or prohibited. There are seven categories of activities on the list of strategic impact activities, including security and defence activities and activities of a military nature, banks, money changers, finance companies, and insurance activities and telecommunications. If the regulatory authority for the relevant activity/sector approves the application, it will determine the minimum percentage of share capital that must be held by UAE national(s)/maximum percentage that may be held by the foreign investors, any minimum participation of UAE nationals on the board of directors of company. The relevant regulatory authority also has discretion to impose any other rules or conditions it deems necessary. The only strategic impact activity in which any degree of foreign investment is prohibited is fisheries-related services.

A foreign investor who wishes to invest in shares in a company engaged in activities which have a strategic impact must apply for a licence to the Economic Department in the relevant Emirate, which will then submit the application to the appropriate regulatory authority for the relevant sector. A decision should be issued by the relevant regulatory authority within a maximum of 19 days from the date of the application to the relevant Economic Department. The Economic Departments in the Emirates of Dubai and Abu Dhabi have published lists of commercial and industrial activities which do not have a “strategic impact” – in effect, “Positive Lists”. Companies incorporated in these Emirates which are engaged in the non-strategic activities specified on the relevant list are open to full or majority foreign ownership. Read more…

New law regulates electronic transactions

Recognising the increasing prevalence of electronic transactions, the UAE has a new law which aims to ensure equivalent treatment and security for users of paper-based documentation and users of electronic information. Federal Decree-Law No.46 of 2021 On Electronic Transactions and Trust Services will replace the previous Federal Law No.1 of 2006 on E-commerce and Transactions. The new law facilitates electronic transactions and the use of digital technologies, by confirming that electronic signatures, contracts, records and documents are legally enforceable in the UAE in the same way as physical signatures and paper-based documentation. There are also detailed provisions on authentication technologies. There is a one-year transitional period for compliance from 20 September 2021.

New regime for Commercial Registers of UAE companies

Companies in the UAE are subject to, and will need to comply with, a modernised regime relating to registration in the Commercial Register maintained by the competent authority in the relevant Emirate (the relevant Economic Departments). The framework set out in Federal Decree-Law No.37 of 2021 On the Commercial Register appears to be much more comprehensive and transparent than the previous requirements in relation to the registration and accessibility of information relating to onshore companies, dating from the Commercial Register Law of 1975 (which has been repealed). To date, there has been no publicly searchable companies’ registry in the UAE. The Commercial Register Law comes into force in March 2022, six months after 20 September 2021, which is the date on which it was passed.

The new regime applies to a wide range of companies operating in the UAE, including those regulated by the Commercial Companies Law 2021, government-owned companies which carry out economic activity, decree companies, professional companies and branches, offices and agencies of foreign companies. It requires companies to register basic information in the Commercial Register (although additional information may be required if so specified in the implementing regulations) and the competent authority will issue a certificate of registration. A new Economic Register is also to be established, but it is not yet clear what additional information will be required to be submitted for inclusion on that register.

For the first time, security granted by the company over its assets can be registered in the Commercial Register. The scope of the security interests that can be registered is not prescribed in any detail and it is unclear how this registration regime will work in relation to certain types of security which require registration in specialist registries, but further clarification is expected in the implementing regulations. It appears that information relating to companies will be publicly searchable, but the parameters will be specified in the implementing regulation of this Decree-Law. This will allow interested parties to view basic company information, but it is unlikely to allow access to constitutional documents or financial information about the company.

New cybercrime law

The UAE has a modernised cybercrimes regime, which expands the on the categories of electronic criminal activities including relating to e-commerce, telecommunication and digitised personal information. Federal Law No. 34 of 2021 repeals and replaces the previous Federal Law No.5 of 2012 concerning the combat of cybercrimes.

Dubai Courts hold directors personally liable for debts of an insolvent company

The directors of an insolvent public company incorporated in Dubai reportedly have been held to be personally liable for the company’s outstanding debts, in bankruptcy proceedings relating to the company before the Dubai Court of First Instance.

The Bankruptcy Law (Federal Decree Law No.9 of 2016) addresses the liabilities of company directors in a distressed context, in addition to the duties owed under the Commercial Companies Law (Federal Law No.2 of 2015). While there is no general duty on directors not to trade while a company is insolvent or incurring losses, directors will be responsible for the losses of the company where its assets are insufficient to meet at least 20% of its liabilities if they are proved to be liable for those losses. Directors may also incur personal liability if they fail to act in accordance with their duties or if they act recklessly or fraudulently in their treatment of the debtor’s assets or its creditors.

In this case, the directors were held personally liable on the basis that their actions led to the company’s assets being insufficient to meet at least 20% of its liabilities and amounted to mismanagement of the company. The case illustrates the need for directors to ensure good corporate governance practices are adopted and followed, and to demonstrate that they have satisfied both their continuing duties and the additional responsibilities which arise in distressed situations.

UAE issues first Federal bond

The UAE issued a Federal sovereign bond in the fourth quarter of 2021, the first issued by the Federal government rather than an Emirate government. The issuance has been anticipated since the enactment of the Federal Public Debt Law (Federal Law No.9 of 2018) which established the frameworks for public debt management at a Federal level and for the issuance of a Federal sovereign bond. The Public Debt Law provides for a ceiling on the amount of public debt which may be outstanding at any time at a Federal level, attaches conditions to debt instruments issued by the Federal Government and regulates guarantees by the Federal Government.

Saudi Arabia

CMA consults on Amendments to Rules on the Offer of Securities and Continuing Obligations to Regulate an Additional Option for Capital Increase

The Saudi Capital Market Authority (“CMA”) may introduce amendments to enable companies to the CMA Rules on the Offer of Securities and Continuing Obligations to enable public companies to increase their capital by way of a new issuance of shares, in which existing shareholders’ pre-emption rights would be suspended. This method of capital increase would be in addition to the current options to increase capital through rights issues, capitalisation issues, debt conversions, acquisition of a company or asset purchase.

In the public consultation carried out in October 2021, the draft amendments set out the requirements for this type of capital increase, including the minimum requirements for the contents of the shareholder circular to approve the issuance. Key points to note include that the increase in capital for an issuance  in which pre-emption rights are suspended must not exceed, for each issue, 10% of the issuer’s capital, the categories of potential investors are limited to qualified clients and institutional clients only and investors may not dispose of their shares within six months of acquiring them.

New committee to establish new rules on foreign investment in sensitive and strategic sectors

New rules will restrict foreign investment in Saudi Arabian companies operating in sensitive and strategic sectors, a list of which is to be established and maintained by a new “Permanent Ministerial Committee for Examining Foreign Investments” established by the Cabinet in September 2021 (Cabinet Decision No.83 Of 1443H). The new rules are expected to replace the “Negative List”, once they come into force.

Currently, the general principle is that a foreign investor may invest in minority, majority or wholly owned equity stakes in a company incorporated in Saudi Arabia, provided that it operates in a sector which is open to foreign investment (subject to licensing requirements). For Saudi Arabian companies operating in sectors on the “Negative List”, there is a complete restriction on foreign investment. The Negative List prohibits foreign ownership in shares in companies incorporated in Saudi Arabia where those companies are engaged in specified activities in the industrial and service sectors.

The Permanent Ministerial Committee for Examining Foreign Investments is expected to issue a resolution listing the sensitive or strategic sectors that directly or indirectly affect security or public order and determine the maximum percentages of direct and indirect ownership by foreign investors in the share capital (and other securities) of Saudi companies operating in these sectors.

The timeline for publication of the list of sensitive and strategic sectors, and the level of restriction of foreign investment, is not yet known.

Saudi Arabia accedes to the Apostille Convention

Saudi Arabia has joined the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (also known as the Apostille Convention), pursuant to Saudi Arabian Royal Decree No. M40/1443 (corresponding to 27 December 2021). This will allow documents from Saudi Arabia to be legalised by apostille. This involves a simplified procedure whereby the competent authority in the country of origin certifies and attests a document for use in Saudi Arabia. To date, legalising documents for Saudi Arabia has required a lengthier process of legalisation through Saudi consular offices. This development should make the process of certifying documents for use in Saudi Arabia quicker and more straightforward. Saudi Arabia is only the third signatory state in the GCC to adopt the Apostille Convention, following the accession of Bahrain and Oman.

Guide to doing business in Saudi Arabia

We are seeing significant interest from international businesses in investing in Saudi Arabia, which offers rapidly developing opportunities for foreign investors and a strategic location at the crossroads of three continents – Asia, Africa and Europe. Potential investors frequently have questions on the investment climate and the legal environment in Saudi Arabia. While Saudi Arabia has an increasingly global, reformist mindset, it is important that foreign investors are also aware of regional nuances when doing business in the Kingdom. Read more in our Guide to Investing in Saudi Arabia 2021, in which we offer practical guidance for global businesses on issues to consider when investing.

GCC

Qatar establishes new commercial court

A new Investment and Trade Court has been established in Qatar to determine commercial disputes, including disputes relating to commercial contracts, commercial agency, shareholder claims, banking arrangements and bankruptcy. Commercial disputes should be able to be resolved more quickly, as the timescales for hearing claims and appeals are shorter and case management can be carried out electronically. Qatari Law No. 21 of 2021 establishing the Investment and Commerce Court will come into force on 4 May 2022.

Jurisdiction of Qatar International Court extended to free zones

Companies in the Qatar free zones may now have their civil and commercial disputes determined in the Qatar International Court, the common law court system in Qatar Financial Centre (QFC). The jurisdiction of the QFC (and the Qatar Financial Centre Regulatory Tribunal which specialises in regulatory disputes) was expanded in October 2021 by Qatar Laws No.14 and No.15 of 2021.

Enforcement law reform in Bahrain

A new law should expedite the enforcements process in the context of civil and commercial disputes in Bahrain, following the enactment of Bahrain Legislative Decree No.2 of 2021, promulgating the Law of Civil and Commercial Execution, in September 2021.

Global

Year to Come 2022 and Year in Review 2021

Our Year in Review and Year to Come series brings together analysis, thinking and highlights from our lawyers around the world, in the form of topic-specific and jurisdictional guides, including the UAE and Saudi Arabia. The guides summarise key events in 2021 and what to look out for in 2022, with links to more information where applicable. Read more…