Introduction: The Black Box Opens

For years, Saudi competition enforcement was known mostly through headlines: a fine announced here, a sector named there with rare to non-existent record of fines . The reasoning behind those outcomes was harder to see. What evidence did the Committee find persuasive? Which defenses failed, and why? Where did the line fall between aggressive commercial strategy and an infringement?

The General Authority for Competition (GAC) has now answered many of these questions. In October 2026 it published the first edition of the Code of Decisions of the Committee for Adjudicating Violations of the Competition Law (مدونة قرارات لجنة الفصل في مخالفات نظام المنافسة). The GAC presents the Code as a step toward transparency, legal certainty and a deeper competition-compliance culture, in line with Vision 2030. In practice, it is the closest thing the Kingdom has had to an official antitrust casebook.

This article sets out what is in the Code, the principles it establishes, and what it means for any business operating in, or selling into, Saudi Arabia.

The Methodology: Only Decisions Upheld in Full

The Code is a curated record, not a raw data dump. Its selection criteria give it unusual authority:

• Only Committee decisions that became final through a Board of Grievances judgment are included.
• The court must have upheld the decision in full, without annulment or amendment.
• Each decision is condensed into three parts: the facts, the reasons, and the operative ruling. Each is accompanied by keywords, extracted principles, and the grounds on which the Board of Grievances upheld it.
• Cases are organized by violation type in the order of the Competition Law, and tagged by sector under the ISIC4 classification.
• Company and individual names are redacted.

The result is a body of precedent that has survived judicial review. When the Code states a principle, practitioners can treat it as the settled position of both the Committee and the administrative courts.

While the Code offers valuable guidance on enforcement practice, the decisions must be read in light of the legislation applicable at the time, the specific facts of each case, and any subsequent regulatory developments. The Code is not itself a source of new legal obligations.

The Cases at a Glance

Conduct	Sector (examples)	Fines imposed (SAR)
Price fixing in government tenders	Medical gases	4m, 3m, 3m, 1m, 1m, 700k, 500k; one firm acquitted
Resale price maintenance	Rice distribution	3m (two separate cases)
Horizontal minimum pricing	Ready-mix concrete (Hail)	100k each for five firms; four acquitted
Tacit price coordination	Mandi restaurants (Riyadh)	5m
Price, quantity and customer coordination	Cement	10m
Non-compete clauses disguised as “agency”	Bottled water	1m plus 100k each for several firms
Territorial market division	Soft-drink bottling	5m each for five firms
Bid rigging and cover bids	Furniture, medical devices, roads, IT, municipal markets	From 48k to 6m per firm
Abuse of dominance	Medical waste, pharmaceuticals, telecoms, flour by-products, broadcasting	Up to 10m per firm; 5m per violation in telecoms
Obstructing inspectors	Technology; wholesale trade	Up to 13m (5% of annual sales)
Gun-jumping (failure to notify a merger)	Delivery platforms	400k for each of the two defendants

 

Ten Lessons from the Code

1.    Object or Effect: you do not need a victim

The most consistent thread in the Code is that an infringement exists if either the object or the effect of an agreement is to restrict competition. In the cement case, the Committee classified price fixing, quantity limitation and customer or market sharing as practices that harm competition “by mere commission” (per se), with no need to prove detailed actual harm. The Board of Grievances agreed: the law makes the violation turn on object or effect, and does not require the effect to materialize.

An agreement that is never implemented is no defense either. In the Hail concrete case, the minutes of a 2008 meeting setting a floor price of SAR 175 per cubic meter of 350 kg/m³ concrete were on their own enough to establish the infringement.

2.    Tacit collusion is collusion

Written contracts are not required. In the Riyadh mandi restaurants case, the Committee found a tacit agreement based on a body of corroborating evidence:

• internal minutes assigning staff to coordinate with competitors;
• admissions that prices were raised “immediately after” a leading outlet raised its prices;
• a field survey showing uniform prices for chicken-and-rice meals; and
• financial analysis showing profit margins growing in step with each wave of price increases.

The Committee imposed the then-statutory maximum of SAR 5 million.

3.    But price parallelism alone is not enough

The Code is not one-sided, and its acquittals are as instructive as its convictions. In the medical gases case, the Committee confirmed that similar prices alone do not prove collusion: they must be accompanied by evidence of an actual agreement. One firm that did not attend the incriminating meetings was cleared.

In the Hail concrete case, four firms were acquitted because the only document against them was unsigned draft minutes that set no price, and their invoices showed price divergence, which the Committee treated as evidence against an agreement. In the cement case, by contrast, parallel price movements combined with emails and meeting proposals became “strong evidence” of coordination. Parallelism counts only when it is paired with contacts between competitors.

4.    “It was just a junior employee’s idea” will not work

Documents seized at a company’s premises, especially in its sales and marketing departments, are attributed to the legal entity. Labeling them “drafts” or “an employee’s thoughts” does not neutralize them. The company is responsible for acts its staff carry out during or because of their work. In the Hail case, a firm argued that the person who signed the minutes, the owner’s son, had no authority. The argument failed because the minutes bore the factory’s stamp.

5.    Trade associations are not safe harbors

Several cartels in the Code were organized under the umbrella of a chamber of commerce subcommittee or a “national committee” for a product. The Committee’s message is direct: a sector body or professional meeting does not legitimize prohibited coordination. If minimum prices or output controls are discussed there, the forum strengthens the case against the participants.

6.    Resale price maintenance: drafting matters

Two rice distribution cases show how easily a commercial clause can become a SAR 3 million problem. One supplier’s contracts barred customers from reselling below the “cost price stated on the sales invoice”. The supplier described this as protection against below-cost dumping. The Committee and the court both treated it as a minimum resale price.

In the second case, the supplier argued that Article 4(1) applied only to dominant firms. It held about 7.5% of the market. The Committee rejected the argument: the prohibition covers non-dominant firms and vertical agreements alike. The supplier’s reliance on the 2007–2009 global rice crisis also failed, because the clause appeared in contracts that predated the crisis.

These decisions were issued under the former Competition Law and remain relevant to understanding the GAC’s enforcement approach to RPM.

7.    Labels do not change substances

Calling an arrangement “agency”, “bottling”, “licensing” or “franchise” does not take it outside the Competition Law. In the bottled water case, contracts that prohibited the parties from competing on price or for each other’s customers were unlawful whatever they were called. Distributors were treated as potential competitors.

In the soft-drinks case, a foreign brand owner had divided the Kingdom into exclusive regions for four local bottlers, coordinated between them, and intervened to discipline any bottler that sold outside its region. All five defendants were fined SAR 5 million each. The court added that a private agreement cannot override a mandatory statutory provision.

8.    Bid rigging features prominently in the Code, with digital evidence playing an important role

Bid-rigging decisions make up a large part of the Code. Together they set out a clear evidentiary playbook:

• Separate commercial registrations mean separate competitors. Two branches of one group that submitted independent bids could collude, and the “single economic entity” defense was rejected. Each branch was fined SAR 5 million.
• Common management is a red flag. Three entities run by one person submitted near-identical quotes for 12 vital-signs monitors. Their good-faith defense failed, because intent in competition cases requires only knowledge and will, not an intention to cause harm.
• Family ties plus shared pricing are enough. In the roads case in Najran, one brother was deputy manager of the other’s firm and filled in both firms’ bids. Fines of SAR 1.915 million and SAR 1.233 million followed.
• Digital evidence is decisive. In an IT case involving the Etimad platform, emails seized from executives’ devices showed one company pricing and preparing bids for supposed rivals. The fine was SAR 6 million. The Code distinguishes this from a lawful joint bid, which is disclosed openly, justified by the project, and involves a genuine division of roles.
• Procurement remedies do not displace antitrust liability. Cancelling a tender under the Government Tenders and Procurement Law does not prevent separate enforcement under the Competition Law.

9.    Dominance: big shares, big fines, and no hiding behind gifts

The abuse-of-dominance decisions are some of the most sophisticated in the Code:

• Medical waste: A firm with an estimated 93.09% market share raised prices where it faced no competitors and offered loss-making bids where it did. Internal memos described opening companies to “cut the road” for rivals. The fine was SAR 10 million. The second defendant was acquitted because the charges against it were not adequately framed.
• Pharmaceuticals: Supplying large free quantities of a medicine just as national generic competitors entered the market was treated as below-cost selling and exclusionary abuse, even though it was presented as a “donation”. The fines were SAR 6 million and SAR 4 million. The court reasoned that if below-cost selling is prohibited, giving the product away free is worse.
• Telecoms: Interconnection terms that put a new entrant at a competitive disadvantage were an abuse. A sector regulator’s decision not to classify the conduct as anticompetitive did not bind the competition authorities, and a separate telecoms penalty did not prevent a competition fine.
• Flour by-products: A firm with 100% of bran production in its market imposed exclusivity and resale prices on distributors. The fine was SAR 10 million.

10.    Process violations carry real cost

Two categories deserve board-level attention. First, obstructing dawn raids: refusing entry, withholding a manager’s emails, or stalling are each independent violations, regardless of intent. In one case, refusing inspectors entry led to a fine of about SAR 13 million, calculated at 5% of annual sales, which the court upheld.
Second, gun-jumping: a retailer acquired a delivery app during the COVID-19 pandemic without notifying the GAC. The Code confirms that failing to notify is a stand-alone violation where the combined annual sales exceed the threshold in the Implementing Regulations, cited in the decision as SAR 100 million. The notification thresholds have since been revised.The following arguments all failed:
• that the parties operated in different activities or markets;
• that the target had a small market share or was making losses; and
• that the deal answered informal government encouragement during the pandemic.
Only an explicit legal text can suspend the notification obligation.

The Procedural Backbone

Several cross-cutting principles strengthen the Committee’s position:

• Presumption of validity. The Board of Grievances repeatedly held that decisions of a multi-member quasi-judicial committee, issued after investigation, are presumed valid. That presumption can be displaced only by evidence strong enough to rebut it.
• Only substantive procedural defects matter. Only a breach of essential procedures affecting the integrity of the investigation or the rights of defense leads to nullity. Defects in administrative or supplementary steps do not.
• The law in force at the time of the conduct applies. The 1440H Competition Law has no retroactive effect. Conduct before it is judged, and fined, under the 1425H law, under which certain violations were subject to a SAR 5 million penalty cap, explains many of the fine levels in the Code.
• Fines are imposed per violation. Penalties attach to each violation and cannot be merged on the basis that they share a cause. In the soft-drinks and telecoms cases, this produced cumulative penalties of SAR 10 million or more.
• Corporate changes do not wipe the slate. A limited liability company remains liable after a change of shareholders. A sole proprietorship follows its owner’s commercial registration. Even deregistration does not prevent liability for earlier conduct.
• Ignorance of the law is no excuse. Undertakings are presumed to know the law from the date of its publication.

What This Means for Business

The Code turns enforcement history into a compliance roadmap. In our view, companies active in the Kingdom should take the following steps now:

1. Audit distribution and supply agreements for clauses that set minimum resale prices, including “no sale below invoice cost” formulations, exclusivity, non-compete and territorial restrictions. Do this whatever your market share.
2. Rehearse dawn-raid readiness. Obstruction is a separate violation with sales-based fines. Front-desk staff, IT and executives should know what to do when inspectors arrive.
3. Tighten tender protocols. Group entities bidding separately, shared personnel, and any exchange of quotes with other bidders are high-risk. Joint bids should be disclosed openly and documented.
4. Police trade-association participation. Use agendas, minutes and counsel attendance, and leave any meeting where prices, volumes or customers are raised.
5. Treat internal documents as evidence. Sales-team emails and strategy memos have repeatedly been decisive. Training should focus on how employees write as well as what they do.
6. Screen every acquisition for notification. Assess the turnover threshold even where the parties operate in unrelated sectors, the target is loss-making, or the deal seems urgent.
7. Dominant firms need bespoke guidance. Price discrimination between similar customers, loss-leading in contested areas, free supplies at the moment rivals enter, and restrictive interconnection or access terms are all documented abuses.

Conclusion: Precedent Comes to Saudi Competition Law

The first edition of the Code is more than a transparency exercise. It establishes a body of precedent that has been reviewed by the courts and gives practitioners a shared vocabulary built on object and effect, corroborating evidence, general intent and per-violation fines. For the GAC, it signals a mature enforcement regime that is confident enough to publish its reasoning. For businesses, the message is that the rules are now visible, and arguments that they were unclear will carry little weight.

As the GAC promises future editions, practitioners should watch how the Committee applies the higher penalty ceilings of the 1440H law. Further merger-control cases are also likely to come under scrutiny.

How GLA & Co Can Help

The Code’s lessons map directly onto GLA & Co’s Antitrust & Competition practice. On merger control, the team files a substantial number of applications, and holds a 100% clearance record before the GAC and regional authorities, including multi-billion-dollar GAC clearances, a No Notification Required Certificate for a deal that met the filing threshold, and speedy clearances within 5 days of submission. On conduct, the team has defended clients in GAC dawn raids, reviewed distribution arrangements across the GCC, and built Saudi compliance and remediation programs. Its lawyers also author the Chambers merger control chapters for KSA, Kuwait, UAE and Egypt. Whether you are screening a deal for notification, testing pricing or distribution practices against the Committee’s decisions, or preparing for an inspection, GLA & Co offers practical, on the ground, bilingual guidance grounded in deep regulatory relationships.

Authors: Asad Ahmad, Partner and Head of Antitrust and Competition, Khaled Al-Khashab, Senior Associate, Shahad Al-Humaidani, Associate, and Norah Al Abdullatif, Trainee Lawyer.