Competition & Antitrust Lawyers
We advise on economic concentration filings and restrictive practice risk.
Overview
Saudi competition law has moved from theory to active enforcement: economic concentration notifications are now a precondition to closing many transactions, and anti-competitive practices attract fines linked to revenue. The companies that pay most are those treating this as a late formality.
We work on three fronts: assessing whether a transaction requires notification and preparing it; reviewing commercial agreements from a competition angle — exclusivity, resale price maintenance, market allocation — and defending investigations and complaints before the General Authority for Competition.
The point we press hardest is that notification precedes closing, not follows it. Completing a notifiable transaction before clearance is a standalone violation regardless of its market effect, and that alone accounts for most fines in this area.
The legal framework
Competition is governed by a standalone law with an enforcement authority and detailed regulations:
- The Competition Law and its implementing regulations
- The General Authority for Competition and its investigative and enforcement powers
- Economic concentration notification thresholds and filing procedures
- Provisions on anti-competitive practices and prohibited agreements
- Abuse of a dominant market position
- Revenue-linked fines and penalties
Situations we handle
An acquisition or merger
Check the thresholds early. Notification is filed before closing, and delay disrupts the entire deal timetable.
An exclusive distribution agreement
Exclusivity is lawful within limits. Restricting territory, price or customers can exceed what is permitted.
Resale price maintenance
Requiring a distributor to sell at a fixed final price is among the most sensitive practices in enforcement.
A complaint from a competitor
An organised, documented response during the investigation shapes the outcome. Improvising here widens the scope of review.
Periodic compliance review
Existing agreements need periodic review, because what was acceptable can change as market share changes.
Costly mistakes we see
- 1
Closing before clearance
A standalone violation regardless of the transaction's effect. The single most common source of fines in this area.
- 2
Unreviewed agreements between competitors
Coordinating prices or dividing customers between competitors is among the most seriously pursued conduct, even if only verbal.
- 3
Assuming the company is too small to be caught
Thresholds are calculated on defined criteria, and many mid-sized transactions exceed them without the parties noticing.
- 4
Not training sales teams
Violations usually arise from field-level understandings between representatives, not from a board decision.
How the procedure runs, step by step
The Competition Law penalises anti-competitive practices with fines calculated as a percentage of revenue, and economic concentration notification is mandatory once the thresholds are met.
- 1
Assess market share and competitive position
We define the relevant market geographically and by product, then measure share. Market definition is the real battleground: a narrow market means dominance, a wide one means far more pricing freedom.
- 2
Audit existing practices
We review distribution, pricing and exclusivity agreements for prohibited practices: resale price maintenance, market sharing, or tying. Many such clauses are written with no awareness that they are prohibited.
- 3
Notify economic concentration
On an acquisition or merger we test the notification thresholds and file with the General Authority for Competition before closing. Closing before clearance is a separate breach with its own fine.
- 4
Respond to an investigation
When an investigation opens we manage the response: scoping the request, preparing the data, and protecting privileged information. A disorganised response produces a procedural breach on top of the substantive one.
- 5
Build a compliance programme
We put in place a policy, training, and controls on contact with competitors. The most common breach happens at trade association meetings, and the fix is training before it is legal.
Documents we will ask you for
- Market share and revenue data
- Distribution, agency and pricing agreements
- The pricing policy and terms of dealing
- Documents for the planned acquisition or merger
- Correspondence with competitors or trade associations
- Any earlier request or notice from the Authority
Fees and timelines
A threshold assessment is offered as a standalone deliverable at a fixed fee and is delivered quickly. Preparing the notification file is priced according to deal size and market complexity. Investigation and defence files are priced by stage with a written scope.
On timing: the threshold assessment takes days. Preparing a notification file takes one to three weeks depending on the data required. The authority's review period follows its own procedures and directly affects the closing timetable.
Common questions
When does a transaction require notification?
When the thresholds set in the law and regulations are exceeded, calculated on defined revenue and effect criteria. The check happens before the sale agreement is signed rather than after, because the timetable depends on it.
What happens if we close before notifying?
Closing before clearance is a separate violation that can attract fines, regardless of whether the transaction itself harms competition. This is what parties most commonly get wrong in practice.
Is exclusivity in distribution prohibited?
Not in itself, but it has limits. A term fixing the final resale price or preventing sales to particular customers or territories can exceed what is permitted, depending on the parties' market position.
What is abuse of a dominant position?
Conduct by a party with market power to exclude or harm competitors, such as predatory pricing or unjustified refusal to deal. The test is the effect on competition, not company size alone.
How long does review of a notification take?
It follows procedural periods at the authority that vary with the complexity of the transaction and the completeness of the data. An incomplete file is what lengthens the process, so we assemble the data before filing.
What do we do when an investigation opens?
Respond in an organised, documented way within the deadlines, with a parallel internal review to establish the real position. Contradictory or late responses widen an investigation more than the underlying facts do.
Does the law apply to small companies?
The law applies to conduct regardless of size, while notification thresholds depend on defined criteria. Any agreement between competitors on prices or market division is prohibited whatever the size of the parties.
Do you review existing agreements?
Yes, and we recommend periodic review: a contract that was acceptable when signed can become problematic as the company's market share grows or competitive conditions change.
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