Corporate

Sector

Since its inception, NKL has focused on providing comprehensive legal services to the business sector. We are proud to support a diverse range of companies, including assisting with foreign investment in Saudi Arabia and supporting local and international businesses operating in the Kingdom.

Our comprehensive suite of services includes:

Foreign Investment and Company Incorporation

Companies’ incorporation, particularly foreign companies investing in the Kingdom, plays a crucial role in ensuring their long-term stability and business performance. At NKL, we understand the importance of laying a strong legal foundation to avoid unforeseen risks that could potentially lead to failure. That’s why we are committed to providing high-quality legal support during the incorporation process and throughout the stages of market entry, ensuring our clients obtain the necessary licenses to operate successfully in Saudi Arabia. Legal counsel on investment structures and market entry requirements and strategies in Saudi Arabia.

Shareholder agreement

With the recent amendment to the Corporate Law in the Kingdom of Saudi Arabia, which came into effect in January 2023, the shareholder agreement has become a critical document to consider. Its terms can be incorporated, in whole or in part, into both the incorporation contracts and the company’s main bylaws. We strongly recommend that corporate partners sign a shareholder agreement that clearly outlines key provisions such as partnership terms, management and voting processes, valuation methods, exit strategies, and other essential elements. This ensures a healthy, well-structured partnership based on a solid legal foundation.

Mergers & Acquisitions

At NKL, we bring extensive experience in providing legal support for mergers and acquisitions in the Kingdom of Saudi Arabia. Our expertise covers both representing the buying and selling parties, ensuring a comprehensive approach to every transaction. Our team reviews the legal aspects of the acquisition, including conducting due diligence. Additionally, we assist in preparing disclosure lists and completing all related legal procedures to ensure a seamless and legally sound transaction.

Equity and Ownership structure

Expanding a company requires a solid, strategic foundation to minimize risks while safeguarding entitlements. Effective asset structuring is crucial to achieving these goals, and it must be built on a sound legal framework. At NKL, we provide expert legal advice and support to help companies structure their assets effectively, ensuring that ownership objectives are met with precision and compliance. We assist companies in converting their legal status (e.g., from LLC to joint stock company) in compliance with Companies’ law.

Capital Markets

Our firm provides comprehensive legal services in Saudi Arabia’s capital market sector, offering expertise in regulatory compliance, IPOs, private placements, securities offerings, and listings on the Saudi Exchange (Tadawul). We advise on corporate governance, disclosure requirements, and investor relations while ensuring compliance with the Capital Market Authority (CMA) regulations. Our team also supports clients in drafting prospectuses, reviewing transactional documents, and navigating complex regulatory frameworks, enabling smooth and compliant capital market transactions.

Competition & Anti-Trust

At NKL, we provide strategic counsel on Saudi Arabia’s Competition Law, ensuring compliance with regulatory frameworks and mitigating risks of anti-competitive practices. •Regulatory Compliance: Advising on compliance with Saudi Competition Law, conducting audits, developing compliance programs, and addressing pricing, market dominance, and exclusivity arrangements. •Merger Control: Conducting pre-transaction assessments, preparing and filing merger control notifications, and securing approvals from the General Authority for Competition (GAC) for local and cross-border transactions. •Proactive Advisory: Providing guidance on agreements, joint ventures, and distribution networks to align with competition rules and assisting with regulatory filings and reporting to GAC. Our expertise ensures businesses navigate competition regulations effectively while maintaining compliance.

Governance & Compliance

At NKL, we assist both listed and unlisted companies in designing governance models tailored to their structure and size. Our services include drafting internal regulations and overseeing compliance processes at all organizational levels—from owners and boards of directors to committees and executive management. NKL has played a key role in ensuring the compliance of boards and committees with relevant regulations, including preparing comprehensive reports to support ongoing governance efforts. We also assist in preparing corporate documents such as Board Resolutions, Shareholder Resolutions, and other essential documentation to ensure seamless governance and compliance with legal requirements.

Liquidation and Closure of Companies

We provide comprehensive guidance for the voluntary liquidation and closure of companies, ensuring full compliance with regulatory requirements. Our services include: •Assisting in the appointment of a liquidator and working closely with them to oversee the entire process. •Ensuring the closure of all government accounts and de-registration with relevant authorities. •Verifying that no liabilities remain, including pending dues to employees, penalties with government entities, or obligations to creditors. •Ensuring that company has cleared all tax reporting and tax dues by working alongside with tax consultants. •Facilitating the efficient disposal of company assets and ensuring that the proceeds are securely transferred to the parent company or shareholders. Our expertise ensures a smooth and compliant closure process, safeguarding our clients’ legal and financial interests.

Legal Consultation for companies

At NKL, we provide ongoing legal support to companies, ensuring they operate in compliance with Saudi regulations. We provide high-level legal consultation on complex and critical matters, offering strategic guidance to address the most challenging legal issues. We specialize in navigating the intricate web of laws, rules, regulations, and guidelines issued by various regulatory authorities. With a focus on delivering precise and practical solutions, we assist clients in achieving full compliance, mitigating risks, and overcoming any instances of non-compliance. Our expertise ensures that businesses operate confidently within the legal framework, safeguarding their interests while maintaining regulatory alignment.

Labor and Compliance Matters

We provide comprehensive legal support on labor law, ensuring compliance with labor regulations while protecting both employer and employee rights. Our services include drafting, reviewing, and advising on contracts with emphasis on non-disclosure, non-compete clauses, and protection of trade secrets. We provide guidance on employee rights, termination procedures, severance pay, and workplace health and safety requirements. Additionally, we assist with addressing labor breaches, conducting internal investigations, and advising on remedial actions. We also develop internal labor policies and are authorized by the Ministry of Human Resources and Social Development to review and certify them via the Qiwa Platform.

Intellectual Property

NKL is a leading legal firm renowned for its expertise in intellectual property (IP) law, with a strong focus on the pharmaceutical sector. With its Managing Partner certified by the Saudi Authority for Intellectual Property (SAIP), NKL demonstrates an unwavering commitment to delivering exceptional expertise in IP matters. Our services encompass comprehensive IP solutions, including trademark registration, copyright protection for new works, patent registration, and safeguarding industrial designs. We also assist clients with licensing, assigning rights, and handling amendments to existing IP rights.

Contracts and Agreements

We specialize in reviewing, drafting, negotiating and advising on a wide range of corporate and commercial contracts, agreements, and documents. Our expertise includes Shareholders’ Agreements (SHA), Share Purchase Agreements (SPA), Non-Disclosure Agreements (NDAs), Memorandums of Understanding (MOUs), Letters of Intent (LOIs), Non-Compete and Non-Circumvent Agreements, Joint Venture Agreements, Service Agreements, Distribution and Agency Agreements, Licensing Agreements, and more.

Project Consortiums, Joint Ventures, and Strategic Alliances

We provide comprehensive legal support for the formation and management of consortiums, joint ventures, and strategic alliances, including: -Drafting and negotiating consortium agreements, joint venture agreements, and strategic alliance contracts. -Advising on the legal and regulatory frameworks governing consortiums and joint ventures in Saudi Arabia. -Structuring partnerships to align with business objectives and mitigate risks. -Assisting with regulatory approvals and compliance for consortiums and joint ventures. -Advising on managing exit strategies for consortiums and joint ventures.

Public Projects & Public-Private Partnerships (PPP)

We provide legal support for public projects and PPPs, including: •Project Agreements: Drafting and negotiating BOT, BOOT, Concession Agreements, BOO, BLT, DBO, BTO, ROT, and ROM agreements. •PPP Structuring: Advising on design, financing, construction, operation, and transfer of PPP projects across key sectors. •Tenders and Procurement: Guiding compliance with procurement laws, bidding strategies, and risk management. Our expertise ensures smooth execution, regulatory compliance, and balanced risk allocation for public projects and PPPs.

Data, Privacy & Cybersecurity Compliance

We help companies navigate data protection and cybersecurity regulations, including: -Drafting privacy policies and data processing agreements. -Conducting compliance audits with Personal Data Protection Law and other regulating authorities. Advising on breach response and mitigation.

Advertising and Media Content Compliance

We ensure compliance with Saudi regulations for advertising, media content, and promotional activities, including reviewing marketing materials, advertisements, and media content for compliance with Saudi laws, cultural norms, and values. Advising on media licensing, content distribution, and broadcasting regulations, including approvals from the General Commission for Audiovisual Media (GCAM). Ensuring terms and conditions of commercial offers and promotions complies with the Competition Law, Anti-Commercial Fraud Law, E-Commerce Law, and Ministry of Commerce rules and guidelines. Providing tailored guidance on legal and cultural sensitivities to align content and campaigns with regulatory and social standards.

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Reach out to us today to arrange a consultation and explore how we can assist you in achieving your objectives. Together, we can navigate your legal challenges and strive for the most favorable results tailored to your needs.

Corporate

Corporate

Sector

Our comprehensive suite of services includes:

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