Behind every public listing lies a months-long process that starts well before announcing the offering, and stretches beyond the debut’s opening bell. At all stages of the process, legal advisors play a central role in getting companies ready to hit the market.

We sat down with Baker McKenzie’s Nadine Nassar (Linkedin) and Robert Eastwood (Linkedin) to unpack the legal playbook for going public in Saudi Arabia — from restructuring and prospectus drafting to compliance after the listing. The Chicago-based firm has played advisor to high-profile transactions in the Kingdom, including STC’s 2003 IPO.

Key takeaways: After a strong showing last year, Saudi Arabia’s IPO pipeline is gaining yet more momentum. As it currently stands, there is no clear damper on IPO appetite from market uncertainty and volatility caused by the Trump administration’s sweeping tariffs, Nassar and Eastwood said. Instead, companies looking to list in Saudi Arabia have to look at the usual suspects that could get in the way of an IPO process, including meeting governance requirements and navigating language barriers in a predominantly Arabic-speaking market. Edited excerpts from our conversation:

The Kingdom dominated regional IPO activity in 2024, accounting for 42 out the 53 market debuts in the GCC last year. The 2025 pipeline looks set to be similarly busy, with 31 additional listings slated for this year.

The firm is currently advising on listings in the retail sector — which it expects will remain active for the foreseeable future. Their portfolio of IPOs also span the real estate sector (think Dar Al Majed), food & beverages, as well as education, a sector that will likely be a hotspot for upcoming IPOs, Nassar said.

Getting ready: IPO candidates typically engage legal advisors 8-9 months prior to announcing their intention-to-float. Their work includes running early-stage due diligence and restructuring governance to align with Tadawul and the Capital Market Authority (CMA) requirements before any formal filing can proceed.

The firm’s role extends well beyond the listing date, to maintain compliance with ongoing obligations to Tadawul post-IPO, the pair said. Eastwood noted that timely disclosure requirements, particularly those regarding related-party transactions, are among the most complex areas post-IPO.

“We've had clients come back to us post-IPO to build frameworks for handling related-party transactions as their businesses grow. [...] Related-party disclosure is a major focus for the CMA and a hallmark of a mature capital market,” Eastwood added.

When it comes to the IPO outlook, uncertainty caused by US President Donald Trump’s global tariffs isn’t bringing the party to an end just yet, despite reports of a number of big US IPOs being delayed, Nassar and Eastwood said. For now, “the IPOs that we are working on remain full-steam ahead despite the current volatility,” and it remains too early to tell if it will impact the IPO pipeline in the Kingdom, the pair shared.

Regulatory reforms helped widen the pool of international investors. Eastwood pointed to the CMA’s decision to lower the assets-under-management threshold for qualified foreign investors (introduced in 2015) to USD 500 mn, down from USD 5 bn. This single move unlocked access to Saudi equities for a much broader base of foreign institutions. Today, many Tadawul IPOs include a Regulation S component marketed to foreign investors, often with the help of international banks, Nassar added.

Governance is one of the biggest hurdles: While any joint stock company can list its shares, governance issues — such as shared assets, intercompany loans, and informal internal financing — can derail the listing process. These types of issues are particularly common in family-owned or state-linked entities, and must be unwound before proceeding, Eastwood explains.

Foreign issuers also face their own set of compliance challenges. CMA rules mandate at least three independent board members (or one-third of the board), which can be a friction point for international firms looking to cross-list on Tadawul, Nassar said. IFRS conversions can also prove a heavy lift for foreign firms that are unfamiliar with Saudi accounting standards.

The mandatory use of Arabic is another sticking point: “For non-Arabic speaking companies, the burden is heavy. All disclosures — including continuing obligations — must be in Arabic and English. That’s a cost and risk,” Eastwood said. Language barriers can — in some cases — lead companies to consider exiting a market, Nassar added.

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