Book Description

There is currently a debate in the Kingdom of Saudi Arabia is over how directors of publicly held companies can be held accountable. Before addressing this question, we should determine when it is that a director violates her or his duties. This study seeks to bring focus to the accountability system in Saudi Arabia. It investigates a legal defect in that system: the Saudi Companies Law incorporates standards of conduct but lacks standards of review. This study argues that although directors’ duties have been formulated so that there are areas left to be developed by courts, Saudi judges do not retain residual lawmaking powers which they could use to fill a regulatory vacuum. It builds upon empirical evidence to prove the underlying reasons that the context has changed, which ultimately has created the need to reform the Saudi fiduciary duties system. New cases in Saudi Arabia evoke some of the contours of Delaware corporate law. New cases have triggered standards of conduct violations that might be identical to fiduciary violations in Delaware. Therefore, this study proposes to transplant Delaware standards of review to Saudi Arabia. It argues that the contextual change in Saudi Arabia after the establishment of the Capital Market Authority would make this transplant more significant. Closer analysis suggests that both systems are consensus on the shareholder primacy model. This convergence on the shareholder model inevitably ensures a functional convergence in the long run.