Year

2012

Degree Name

Doctor of Philosophy

Department

Faculty of Law

Abstract

The Saudi securities market has been suffering from the lack of transparency and disclosure credibility, which accounts for the market collapse in 2006 causing a loss of 50 per cent of the total market value and heavy losses for many investors. This disaster has triggered an effect on a large proportion of the population, and in several cases, death was recorded, and there were other instances where people became ill due to the stress of the situation. However, such investors have not yet been compensated. One main reason for this bad state of the market is the non-compliance with corporate disclosures requirements set out by the Capital Market Law 2003 (Saudi Arabia) (CML’03) and the regulations issued by the Capital Market Authority (CMA). This collapse was caused by widespread defective corporate disclosures.

The aim of this thesis is to examine the civil liability regime for defective disclosures in the Saudi securities market from the perspective of investor protection. An analytical approach to the examination of the relevant legal rules and principles has been adopted in undertaking the present thesis. The civil liability regime attracted by breaches of the disclosure rules related to prospectus and post-prospectus disclosures (continuous and periodic disclosures) has been examined. In this connection, to assess whether the Saudi investors have sufficient protection, the relevant laws and principles from selected developed countries (the United States (US), the United Kingdom (UK), Australia and Canada), and the principles of securities market regulation set out by the International Organisation of Securities Commissions (IOSCO) and case laws have been discussed as a benchmark.

This thesis also examines the remedy provisions for investors, defences available to the accused (such as the issuers), and the judicial and administrative enforcement of these provisions (including those related to the disclosure regime) of the Saudi securities laws compared to the laws of the above mentioned jurisdictions. Finally, this study arrives at the finding that Saudi Arabia lacks a strong disclosure, liability and remedy regime in terms of both substantive provisions and their enforcement through the court of law and the securities commission. There follows a number of suggestions to bring about legal and regulatory reforms in the securities law of Saudi Arabia with particular reference to the areas of concern under scrutiny in this study.

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Unless otherwise indicated, the views expressed in this thesis are those of the author and do not necessarily represent the views of the University of Wollongong.