This thesis explores the state of the law as it affects the protection of minority shareholders in private companies in Saudi Arabia and Dubai. This research was precipitated by the apparent insufficiency of the law in these two jurisdictions as far as minority shareholder protection is concerned. It has been found that the minority shareholder's rights and interests are not satisfactorily protected by the company law in these two countries. In fact, the law grants majority shareholders an unrestricted control over the company that is capable of causing abuses and injustice as far as minority shareholders are concerned. Thus, for these two countries to meet domestic demands to have effective protection and to match international trends in order to attract foreign investment, it is argued that they should develop and improve their company law in this respect. This research has sought to address the following questions. How should Saudi Arabian and Dubai law be reformed in terms of minority shareholder protection? How can the UK company law with its long experience and knowledge proffer a way forward for the reform of both jurisdictions? What is workable in the context of SA and Dubai if UK law is adopted, and what adaptations may be required? In order to answer these questions the research has employed doctrinal, theoretical and empirical approaches. The products of this research are proposals for wide-ranging reforms to the system for minority shareholder protection that exist in SA and Dubai. The research has come up with codification of minority shareholder protection that follows in the footsteps of the UK statute, but not in every respect. The code has been carefully examined to comply with the needs, culture, tradition, conventions and Shari a that exist in both jurisdictions.