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Deal by Design
Welcome to this edition of Law Update, focusing on the evolving M&A landscape across the MENA region. With deal activity and value continuing to grow, the region is seeing increased investor interest alongside a changing regulatory environment.
This edition explores key legal and market developments affecting M&A transactions, including regulatory reforms, foreign investment, governance, due diligence and deal structuring across the region.
Egypt’s new Criminal Procedure Law was issued in November 2025 following the House of Representatives’ approval. This landmark legislation replaces Egypt’s 1950 Criminal Procedure Law, which had long been considered outdated despite multiple amendments. The law will take effect at the start of the next judicial year, on 1 October 2026, marking a transformative moment for Egypt’s legal landscape and creating significant implications for businesses, investors, and compliance teams operating in the country.
The Ministry of Justice and parliament have described the new code as a cornerstone of Egypt’s judicial modernisation and “a second constitution” governing relations between citizens, investigators, and the courts in all criminal matters. For companies and their legal advisers, understanding the practical implications of this reform is essential for navigating Egypt’s evolving regulatory environment in 2026 and beyond.
The House of Representatives voted to postpone enforcement of the new Code of Criminal Procedure until October 2026, following presidential directives calling for full institutional and technical readiness before the landmark law takes effect. This timeline allows those responsible for enforcement—including judges, members of the Public Prosecution, judicial police officers, and lawyers—to familiarise themselves with the newly introduced provisions and provides time for courts to establish the telephonic notification centres stipulated in the law.
The delay in implementing the new Code accommodates the need for establishing telephone notification centres in all district courts, which require significant technical infrastructure, electronic integration, and staff training across judicial bodies. A representative from the Ministry of Communications and Information Technology confirmed that the proposed extension is sufficient to complete the digital infrastructure for the telephone notification centres and link them electronically to all courts.
For businesses and their legal teams, this transition period presents both an opportunity and an imperative: the opportunity to prepare internal compliance frameworks and the imperative to understand how these changes will affect corporate operations, particularly in areas involving criminal liability, investigations, and enforcement.
Substitution of Physical Coercion with Community Service
The new Law has officially abolished the system of “Physical Coercion” (imprisonment for non-payment) previously used to recover outstanding fines and judicial costs due to the State. In its place, the legislator has introduced “Community Service” as a mandatory alternative. This shift aims to replace the deprivation of liberty with socially productive labor, aligning the penal system with modern rehabilitative standards. Legal Basis: Article (511) et seq.
Implementation of a Two-Tier Litigation System for Felonies
In a landmark procedural shift, the Law provides a comprehensive regulation of the Appeal process for felony judgments. Under this new framework, felony trials are now conducted over two tiers of litigation (Trial Court and Appellate Court). This grants defendants the statutory right to have their cases reviewed by a “Court of Appealed Felonies” on both factual and legal grounds, ensuring a higher standard of judicial scrutiny and robust defense guarantees. Legal Basis: Article (381) et seq.
Enhanced Protections for Business Premises
The law consolidates constitutional protection granted to residences and clarifies exceptional cases for entry according to specific controls (distress, danger resulting from fire or drowning, or similar circumstances). Article 48 reaffirms the constitutional sanctity of private homes, clarifying the limited cases in which entry is allowed, such as emergencies involving distress calls, fire, flooding, or similar dangers.
This provision has direct implications for businesses operating from commercial premises. Companies should review their security protocols and ensure clarity regarding when and how law enforcement officers may access business locations, particularly in sectors where regulatory inspections or investigations are more common, such as finance, pharmaceuticals, manufacturing, and energy.
Modernised Notification Procedures and Digital Infrastructure
The law emphasises continuation of traditional procedures for notifying litigants alongside notification through new information technology means, in case notification through technical means is impossible for any reason, so that work is not disrupted and legal deadlines are preserved.
This dual-track approach to notifications reflects Egypt’s commitment to digital transformation whilst maintaining procedural reliability. Companies operating in Egypt should ensure their registered addresses and contact details are current with relevant authorities and that they have systems in place to receive both traditional and electronic notifications. Missing a notification could result in default judgements or missed procedural deadlines with significant financial and legal consequences.
Remote Hearings and International Judicial Cooperation
The draft Criminal Procedure Law has been under discussion for years and is meant to replace legislation dating back to 1950, with the House of Representatives giving preliminary approval to the 544-article bill in April 2025 after months of debate. Supporters argue that the bill modernises the country’s criminal procedures by introducing travel bans, watch lists, remote hearings, witness protection programmes, compensation for wrongful detention, and new mechanisms for international judicial cooperation.
The introduction of remote hearings is particularly relevant for multinational corporations with regional headquarters outside Egypt. The enhanced international judicial cooperation mechanisms signal Egypt’s integration into global legal frameworks, which may affect cross-border investigations, extradition matters, and mutual legal assistance requests involving corporate entities.
Compensation for Wrongful Detention
The new law introduces compensation for wrongful detention, representing a significant development in Egypt’s legal framework. For businesses, this provision provides an additional safeguard against arbitrary enforcement actions and creates a mechanism for redress – demonstrating Egypt’s commitment to accountability and the rule of law.
Egypt’s new Criminal Procedures Law represents a watershed moment in the country’s legal development. The October 2026 implementation date provides a clear timeline for businesses and legal practitioners to prepare for this transformation. Companies that proactively adapt their compliance frameworks, invest in digital infrastructure, and train their teams will be best positioned to navigate Egypt’s modernised criminal justice system whilst benefiting from enhanced legal certainty, procedural safeguards, and reduced regulatory risk.
For businesses seeking to expand or maintain operations in Egypt, understanding and preparing for these changes is not merely advisable — it is essential for effective risk management and regulatory compliance in 2026 and beyond. The law’s emphasis on alternatives to detention, accelerated proceedings, digital transformation, and compensation mechanisms signals Egypt’s commitment to creating a more transparent, efficient, and investor-friendly legal environment.
As Egypt continues its ambitious programme of legal and economic reform, this landmark legislation represents a significant step towards aligning the country’s criminal justice system with international standards.