Egypt’s Legal Framework to Enhance Mergers and Acquisitions in Jordan

Abstract

This study conducts a systematic comparative legal analysis of the merger and acquisition governance frameworks in Jordan and Egypt. Recognizing that both countries share a civil law heritage and face similar challenges in economic development, the study posits that the more detailed and sophisticated Egyptian regulatory approach offers valuable lessons for Jordanian reform. The research employs a comparative legal methodology, comparing the key pillars of the two systems: company laws, securities regulations, acquisition laws, and judicial interpretations, particularly concerning the treatment of contracts and stakeholder rights post-merger. The analysis reveals that while both systems agree on fundamental principles such as the principle of succession, the Egyptian framework demonstrates greater development in areas such as mandatory offerings, minority shareholder protection, independent financial advice, and creditor engagement procedures. A marked divergence is observed in the treatment of post-merger leases, highlighting differing policy priorities. The findings suggest that the Jordanian legal framework, embodied in the Companies Law No. 22 of 1997, could be significantly improved by selectively incorporating Egyptian best practices. The article concludes by proposing a structured “legislation transfer” strategy for Jordan, recommending the adoption of mandatory tendering rules along the lines of the Egyptian model, improved disclosure regulations, and a more balanced approach to third-party contracts, while adapting these imports to the specific context of the Jordanian market. This research offers a practical and regionally informed roadmap for achieving and strengthening legal harmonization.