Illusory Consideration in Share Purchase Agreements: The Position under Saudi Law

EXECUTIVE SUMMARY Illusory consideration is a subtle legal concept that can invalidate share purchase agreements undetected. In the Saudi market, intra-group transfers and related-party deals are particularly exposed to recharacterization as illusory consideration — protection requires independent valuation and explicit disclosure of pricing rationale. “Illusory Consideration” is a subtle legal concept that can invalidate an […]

IP Warranties in Share Purchase Agreements: Essential Buyer Protections in Saudi M&A

EXECUTIVE SUMMARY In many transactions, IP rights have become the most valuable asset. Drafting their warranties with traditional templates from consumer-goods deals leaves the buyer exposed to costly risks — particularly regarding open-source code and former-employee IP claims. In a growing number of today’s transactions, intellectual property rights have become the most valuable assets of […]

What Investors Need to Know About Shares in Saudi Unlisted JSCs

A practical legal perspective on share issuance, transfer, pre-emption rights, and the most common blind spots before closing In every kick-off meeting for a private investment transaction in a Saudi unlisted joint stock company, one phrase rises above the rest: “The company isn’t listed, so we have full flexibility.” That phrase is partly correct and […]

After the SPA Is Signed: Why M&A Deals Stumble in the Closing Mechanics

A practical guide to the ancillary documents that turn a Saudi share purchase agreement into a legally effective transfer of ownership In every M&A transaction we work on, the same question arrives from the client the day after signing: “So — the deal is done?” The honest answer: no. It has just begun. The Share […]