IPO Governance in Saudi Arabia's Energy Sector: Legal Structures, Compliance, and Reform under Vision 2030

Abstract

This 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.