This first book of its kind discusses in particular the role of investor
protection as regards disclosure when issuers are offering securities to the
public, with full descriptions of the securities markets and stock exchanges
in seventeen Arab jurisdictions. In two interrelated parts it examines both
the regional macroeconomic matrix and a detailed case study (that of Jordan)
in order to analyse the development and characteristics of an Arab regulatory
model. Among the important issues and topics arising in the course of the
analysis are the following:
relevance of international regulatory standards to Arab securities markets;
mandatory versus voluntary securities disclosure;
the fundamentals of the Islamic financial system, role of riba and gharar,
nature and impact of Shari’a’s unquantifiable juridical risks on the modus
operandi of Arab securities markets;
macroeconomic adjustment policies and structural adjustment programmes in
several Arab countries;
recent economic and Arab capital markets impact in the wake of the ‘Arab
extent of different countries’ reliance on Shari’a as a constitutional source;
constitutional challenges to the imposition of interest;
the need for the positive law to compel securities disclosure under Shari’a;
shareholders’ remedies when suing for fraud or negligent misstatements;
liability for misleading or inaccurate disclosure (under the general law of
the UK and a selected Arab jurisdiction);
prospectus liability under the statutory regime of the UK and an Arab
bars to rescission of contract: Comparative UK and Shari'a aspects; and
Arab, UK regulatory agencies' enforcement, prosecutorial, administrative and
The author closely examines various instruments deployed for conveying
securities disclosure and dissemination of information, and looks extensively
at relevant rulings as enunciated by an Arab court of cassation. He then
constructs a model of an effective securities disclosure regime in order to
provide better investor protection for shareholders under Shari’a. 'Among the
strengths of Dr Lu’ayy Minwer Al-Rimawi’s book is the fact that at all times
he adopts a comparative approach, not only as between different Arab systems,
but also with an appreciation of the legal position in the UK and the European
Union and elsewhere’ [The Hon. Mr Justice Sir William Blair Q.C., High Court
Judge in the UK and Chairman of the Qatar Financial Centre Regulatory
As the first in-depth discussion of the regulation of Arab capital markets in
English, with an eye to international standards and the policy issues involved
– and with attention focused on the central question of how the law can
properly protect investors – this book will commend itself to all those with
an interest in securities markets in the Arab world.
List of Abbreviations.
Introduction: Methodology and Structure.
Part I Horizontal Account of Legal, Juridical and Macroeconomic Issues when
Contextualising Arab Securities Markets.
Chapter 1 Securities Markets and Their Benefits.
Chapter 2 Arab Securities Markets.
Chapter 3 Recent Arab Interest in Regulating Its Domestic Securities
Chapter 4 Securities Regulation, Investor Protection and Disclosure
When Offering Shares to the Public.
Chapter 5 Relevance of International Regulatory Standards to Arab
Chapter 6 Shari’a’s Juridical Risks in the Context of Arab Securities
Chapter 7 Securities Disclosure under Shari’a: Selected Comparative
Aspects with the UK General Law, Particularly under the Principle of Caveat
Part II Vertical Case Study in an Arab Jurisdiction: The Case of Jordan.
Chapter 8 The Jordanian Regime for Public Offers Before 1997.
Chapter 9 The Jordanian Regulatory Regime for Public Offers and Equity
Listing After the 1997 Regime.
Chapter 10 Liabilities for Fraudulent or Negligent Misstatements under
the Jordanian General Law: Selected Comparative Aspects with the UK General
Chapter 11 Regulatory Liabilities for Misleading or Inaccurate
Disclosure: Selected Comparative Aspects with the UK.
Table of Selected Cases.
Table of Statutory Instruments and Regulations.