Saudi Cultural Missions Theses & Dissertations
Permanent URI for this communityhttps://drepo.sdl.edu.sa/handle/20.500.14154/10
Browse
3 results
Search Results
Item Restricted IPO Governance in Saudi Arabia's Energy Sector: Legal Structures, Compliance, and Reform under Vision 2030(Saudi Digital Library, 2025) Aljohani, Mohammed; Nigro, CasimiroThis thesis examines the legal and institutional dimensions of initial public offerings (IPOs) in Saudi Arabia’s energy sector, with a focus on how corporate governance, compliance, and ESG mechanisms are formalized within state-owned enterprises (SOEs) undergoing partial market exposure. IPOs in this context are not solely financial transactions but are also instruments of institutional transformation—tools that enable alignment with international standards while accommodating sovereign policy priorities. Employing a doctrinal legal methodology supported by a case study of Saudi Aramco, the research investigates how statutory provisions, Capital Market Authority regulations, and corporate governance codes shape the IPO process, particularly in relation to board independence, disclosure obligations, and sustainability oversight. The findings reveal that although the Saudi regulatory framework demonstrates formal convergence with global governance norms, its implementation reflects selective adaptation, shaped by the continued presence of state ownership through entities such as the Public Investment Fund. The thesis further explores how IPO governance structures are designed to advance transparency, investor confidence, and ESG integration, while retaining flexibility for national development strategies under Vision 2030. In doing so, it contributes to corporate governance literature by offering a nuanced understanding of hybrid regulatory models, where public-sector priorities and market-facing reforms coexist. Ultimately, the study argues that IPOs in Saudi Arabia’s energy sector function as calibrated mechanisms of governance modernization, balancing legal compliance, institutional credibility, and sovereign interests, rather than serving as vehicles of full privatization or market liberalization.3 0Item Restricted Capital Market Listing as a Window for ESG Disclosure Requirements for Public Companies: Corporate Governance Lessons for Saudi Arabia(Saudi Digital Library, 2025) Alfaraj, Iman Abdulrahman; Fejos, Andrea; Osuji, OnyekaAs environmental, social, and governance (ESG) disclosure are dynamic in response to economic and regulatory conditions, “dynamic materiality” plays a crucial role in determining the nature of information that companies need to disclose. Therefore, this study argues that the rule-based corporate governance model of Saudi capital market regulations is incompatible with the dynamic nature of ESG disclosures, where regulations impose rigid obligations in some respects, while leaving ESG disclosures voluntary, resulting in significant differences in application between listed companies. In contrast, the UK governance model has principle-based approach, with ‘comply or explain’ disclosures principle, which gives companies greater flexibility to disclose their sustainability according to economic and regulatory variables. Thus, the absence of a flexible regulatory framework in the Saudi market may hamper companies' ability to adapt to global developments, limiting the effectiveness of ESG disclosure compared to more adapted models. This study answers questions about the extent to which Saudi Arabia's rule-based governance model can support ESG disclosures given the dynamic materiality of ESG matters, and the potential to leverage the UK model in developing the Saudi regulatory framework in line with changing sustainability requirements. The study also proposes to address the current gap in the definition of materiality in Saudi capital market laws by exploring the possibility of adopting the concept of dynamic materiality to enhance the flexibility of disclosures and ensure their responsiveness to economic and regulatory developments. The study also tries to answer to the most important legal, social and economic challenges that the Saudi Capital Market Authority (CMA) may face when determined to impose mandatory ESG disclosures on companies listed in the Saudi Capital Market (Tadawul), in order to achieve the objectives of Saudi Vision 2030 in developing the financial sector and promoting overall ESG rank.9 0Item Restricted Limited Liability and Piercing the Corporate Veil: A Comparative Evaluation of U.S. and Saudi Laws(Washington University, 2024) Alassaf, Abdullah; Tuch, AndrewThis dissertation comparatively evaluates legal doctrine on piercing the corporate veil (PCV) under the laws of the United States and Saudi Arabia, thereby comparing rules arising under the common law and written codes, respectively. PCV is an exception to the doctrine of limited liability, a key attribute of corporate entities, under which shareholders and managers are protected from a corporation’s debts. When courts pierce the corporate veil (a concept known as “joint liability” under recent Saudi law), they expose shareholders to a corporation’s liabilities. PCV recognizes that shareholders and managers may act fraudulently or otherwise exploit the protections they receive under limited liability, harming creditors. This dissertation examines the application of the PCV doctrine in the United States and Saudi Arabia and explores the differences in how and why the doctrine is applied in these two jurisdictions. The absence of specified factors for piercing largely affects the outcomes of piercing willingness in Saudi. For instance, SCL 2022 does not specify fraud as a factor for PCV, a significant omission that necessitates reform, especially given that fraud is a clear circumstance where the benefits of limited liability should not apply. On the other hand, courts in the U.S. provide clear guidance on factors such as fraud and misrepresentation, outlining the circumstances under which they will apply PCV, although U.S. law lacks coherence on veil piercing. Furthermore, the study suggests broadening the circumstances under which Saudi courts may pierce the corporate veil for unlisted joint stock companies (UJSCs), the Saudi analog of close corporations. Drawing from U.S. piercing doctrine, the study proposes the inclusion of fraud, undercapitalization, and misrepresentation as factors as justifications for PCV. The dissertation advocates that PCV provisions need to be effectively put into practice by Saudi courts, stressing the need for a balanced approach that respects limited liability while allowing for necessary veil piercing under certain circumstances.69 0