This site uses cookies. By continuing to use this site you consent to our use of cookies. Close

Africa Legal

Africa Legal

  • NEWS
  • JOBS
  • COURSES
  • CLIENTS
    • Sign in
    • Sign up
  • NEWS
  • COURSES
  • JOBS
    • Sign In
    • Sign Up
  • News
  • Courses
  • Jobs
  • Events
  • Business A-Z
  • Post a job
  • Contact Us
  • Clients
CLIENT SIGN IN
Country
  • Uganda
  • South Africa
  • Kenya
  • Nigeria
  • Cameroon
  • United Kingdom
  • Cote d'Ivoire
  • Ghana
  • Tanzania
  • Zambia
  • Botswana
  • Morocco
  • Zimbabwe
  • Mauritius
  • Mozambique
  • Sudan
  • Rwanda
  • Ethiopia
  • Angola
  • Egypt
  • Togo
  • Mali
  • South Sudan
  • Swaziland
  • Senegal
  • Malawi
  • France
  • Guinea
  • Middle East
  • Democratic Republic of the Congo
  • Gambia
  • Sierra Leone
  • Germany
Category
  • Profiles
  • Analysis & Opinion
  • Career advice
  • In-house
  • Latest news
  • Press releases
  • Africa Legal Blog
  • Women in Law
  • Innovation
  • Human Rights
Practice area
  • Agriculture
  • Arbitration
  • Aviation
  • Banking and Finance
  • Capital markets
  • Charties and pro bono
  • Company commercial
  • Competition and antitrust
  • Construction and engineering
  • Consumer products
  • Corporate finance and M&A
  • Criminal
  • Education
  • Employment and benefits
  • Energy and natural resources
  • Environmental
  • Financial services
  • Fraud & white collar crime
  • Funds
  • Governance | risk and compliance
  • Government and public sector
  • Health and safety
  • Healthcare and pharmaceuticals
  • Insurance/Reinsurance
  • Intellectual Property
  • Litigation and dispute resolution
  • Logistics and transportation
  • Manufacturing and Industrial
  • Private client and family
  • Private equity
  • Projects and infrastructure
  • Real estate
  • Regulatory
  • Restructuring | insolvency and debt recovery
  • Shipping and maritime
  • Taxation
  • Technology media and telecoms
  • Travel and tourism
close

Registration

Registered Successfully!!!. We have sent you a confirmation email to your email address.
close


View My Saved News


close You must login to save your news
  • LOGIN
  • NEW USER

Login to your account

Forgotten your password?
or

Create an Account

close


View My Saved News


« Back

The Law of M&A

Lagos law firm Sefton Fross has been at the forefront of deepening understanding around the regulatory framework for mergers and acquisitions in Nigeria. Here, Olayemi Anyanechi, the firm’s Managing Partner, shares her view.

May 04, 2020
Share

With businesses around the world severely impacted by the Covid-19 pandemic, many may need a fresh capital injection in the near future. Even before the pandemic, several sectors in the Nigerian economy were primed for an injection. This was to meet regulatory requirements, maximise performance, stay afloat, increase economies of scale, increase market share or diversify the company’s business. As the world recovers and reopens for business, it makes sense to prepare to take advantage of a more investment friendly climate.

In 2019, a new merger control regime was introduced in Nigeria by the enactment of the Federal Competition and Consumer Protection Act (FCCPA). The Federal Competition and Consumer Protection Commission (FCCPC) was established to approve mergers meeting certain thresholds. It is significant to note that the FCCPA provides for the regulation of foreign-to-foreign mergers with a Nigerian component.

The FCCPA categorises mergers as either small or large. While large mergers are required to notify and obtain approval from the FCCPC, small mergers do not require such notification unless the FCCPC determines, within six months of consummation of that merger, that it will hamper competition. The thresholds of the Securities and Exchange Commission (SEC) Rules continue to apply in determining the threshold for mergers, while the threshold for foreign-to-foreign mergers are provided under the FCCPC Foreign-Foreign Guidelines and mirror the threshold for domestic mergers.

The SEC continues to play a role in mergers involving public companies, where it has a duty to ensure that shareholders are fairly and equitably treated.

The NSE must also be notified of any transaction which will result in a change in the beneficial ownership of five percent or more of a public listed company.

The consent of the sector regulator would also be required for qualifying mergers in a regulated industry,for example for banks, insurance companies and telecommunication companies, to name a few.  

Clearance from the Federal Inland Revenue Service is advised to ensure that tax liabilities are cleared prior to completion.

The Finance Act 2019 introduced a number of amendments to extant laws that may enhance opportunities for mergers in Nigeria, including exemption from Capital Gains Tax for group restructurings and abolishment of excess dividends tax. These amendments allow more flexibility for transaction structuring in the mergers and acquisitions space.

Where the merger is done via a scheme of merger or arrangement, the Federal High Court would be required to make orders for court ordered meetings and sanctioning the merger.

Resolutions approving the M&A and other applicable documents may need to be filed at the Corporate Affairs Commission upon conclusion of the transaction.

 

To join Africa Legal's mailing list please click here 



Copyright : Re-publication of this article is authorised only in the following circumstances; the writer and Africa Legal are both recognised as the author and the website address www.africa-legal.com and original article link are back linked. A bio for the writer can be provided on request.

RELATED CATEGORY NEWS

Niche firms with elephant-sized impact Read more
Custodians of risk and reward Read more
An insightful look at competition, tra Read more

RELATED COUNTRY NEWS

Accelerating into the future Read more
Multi-million naira ruling against tel Read more
Nigeria still waiting for its data pro Read more
Africa Legal
  • About us
  • Contact us
  • Terms of use
  • Privacy and cookies policy
Members
  • Find a job
  • Take a course
  • Read news
  • Terms and conditions
  • Cancellations and refunds
Clients
  • Terms and conditions
  • Post a job
  • Host a course
  • Advertise
  • Share news
Connect with us
© Copyright 2023 | Africa Legal. All rights reserved. | Privacy Policy