Mergers & Acquisitions Laws and Regulations 2022 | Nigeria

Mergers and Acquisitions (“M&A”) are the product of macro-economic occurrences through which firms respond to factors internal or external to their relevant markets. As the largest economy in Sub-Saharan Africa, the Nigerian M&A market is valued at over US$1 billion for the 2021 financial year. The cyclical nature of M&A trends in Nigeria is attributable to several factors, including, but not limited to, economic expansion, recessions, trade liberalisations, deregulations, demographic patterns, regulatory policies, etc.

Relevant laws governing M&A and the principal regulators

Upon the enactment of the Federal Competition and Consumer Protection Act No. 1 2018 (“FCCPA”) and the attendant repeal of the merger control provisions in Section 118 to 128 of the Investments and Securities Act No 29 2007 (“ISA”), the FCCPA became the primary M&A legislation in Nigeria. Pursuant to Sections 3, 92 and 93 of the FCCPA, the Federal Competition and Consumer Protection Commission (“FCCPC”) issued merger control subsidiary enactments including, but not limited to: (i) the Notice of Threshold for Merger Notification 2019 (“Threshold Notice”), which sets the turnover threshold that distinguishes large mergers that must be notified to the FCCPC and small mergers that are not required to be notified to the FCCPC; (ii) the Merger Review Regulations 2020 (As Amended) (“MRR”); (iii) the Merger Review Guidelines 2020; (iv) the Guidelines on Simplified Process for Foreign-to-Foreign Mergers with a Nigerian component; and (v) the Guidance Note on Gun-Jumpin.

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Originally published in the 11th edition of the Global Legal Insights – Mergers & Acquisitions 2022