FCCPC Warns Firms, Lawyers Over Mandatory Merger Filing Rules

The Federal Competition and Consumer Protection Commission (FCCPC) has reminded companies, legal practitioners, and other stakeholders of strict compliance obligations under the Federal Competition and Consumer Protection Act (FCCPA), 2018, warning that failure to notify qualifying mergers and acquisitions attracts stiff penalties.

The Commission reaffirmed that, under the Federal Competition and Consumer Protection Act (FCCPA), it is empowered to review, approve (either unconditionally or subject to conditions), or prohibit mergers and other qualifying business combinations upon being duly notified.

It stated that this regulatory framework is intended to safeguard fair competition, curb anti-competitive market concentration, and protect the public interest in Nigeria’s economy.

In a statement signed by Eme Eyo David-Ojugo, Head of the Mergers and Acquisitions Department on behalf of the Commission, the FCCPC noted that any transaction meeting the thresholds set out in the applicable Notice of Threshold for Merger Notification, issued pursuant to Section 93(4) of the FCCPA, must be notified to the Commission for prior review and approval before implementation.

The Commission stated that this requirement applies to a broad range of transactions, including share acquisitions, asset acquisitions, joint ventures, and other arrangements that fall within the legal definition of a merger under the Act and relevant regulations.

It added that the notification process enables the Commission to assess whether a proposed transaction is likely to substantially prevent or lessen competition in any relevant market in Nigeria, or to raise public-interest concerns. The process also supports the Commission’s responsibility to monitor market developments and maintain an informed understanding of competitive dynamics across sectors.

FCCPC further encouraged parties and their advisers to engage with the Commission at an early stage where a contemplated transaction may be notifiable. It noted that early engagement, including pre-notification consultations, where necessary, could provide regulatory clarity, support efficient review timelines, and assist parties in meeting applicable compliance requirements.

The Commission emphasised that failure to notify a notifiable transaction constitutes a contravention of the FCCPA and may attract administrative penalties or other enforcement action in accordance with the law.

Accordingly, the Commission advised firms and transaction parties to take all necessary steps to ensure compliance before implementing any transaction that may fall within its merger review jurisdiction.

It added that stakeholders seeking further enquiries or clarification may contact the Commission or visit the FCCPC website.

The Commission reaffirmed its commitment to promoting fair competition, protecting consumers, and supporting a transparent, efficient and competitive business environment in Nigeria.