NIGERIA Law and Practice Contributed by: Tosin Ajose, Izuchukwu Ubadinma, Deborah Leshi and Precious Omope, DealHQ Partners
5.2 Primary Securities Market Regulators M&A transactions in Nigeria fall under the regulatory oversight of two key regulatory bodies, depending on the nature of the transaction. • The FCCPC, established under the Federal Competition and Consumer Protection Act 2018 (FCCPA), serves as the primary regulatory author- ity for merger control. It oversees the competition, consumer protection and economic concentration aspects of all mergers, acquisitions and business combinations, whether public or private. • The SEC previously served as the sole regulator for M&A transactions but has had its role redefined with the introduction of the FCCPA. It now retains jurisdiction over the securities and capital mar- kets aspects of M&A transactions involving public companies. In practice, both regulators often exercise comple- mentary oversight, with the FCCPC leading on com- petition and merger approval, while the SEC focuses on investor protection and compliance with capital market rules. 5.3 Restrictions on Foreign Investments Foreign investment is generally encouraged in Nige- ria, but certain restrictions apply. The Nigerian Invest- ment Promotion Commission (NIPC) prohibits foreign participation in sectors on its negative list, including the production of arms and ammunition, narcotics, military/paramilitary equipment and other items des- ignated by the Federal Executive Council. In addition, some sectors impose foreign participa- tion requirements. The Coastal and Inland Shipping (Cabotage) Act 2003 mandates that domestic coastal shipping be wholly Nigerian owned, although foreign participation may be allowed if no suitable Nigerian vessel is available. In the oil and gas sector, the Nige- rian Oil and Gas Industry Content Development Act 2010 requires at least 51% Nigerian ownership. All foreign investments must be registered with the NIPC in order to access incentives. Technology trans- fer agreements must be registered with the National Office for Technology Acquisition and Promotion). Capital inflows must also be registered with the CBN
via an authorised dealer bank, with a Certificate of Capital Importation ensuring the ability to repatriate funds. Filings are mandatory but do not suspend investment activities. 5.4 National Security Review/Export Control Whilst no general standalone national security review regime exists in Nigeria, certain acquisition transac- tions may attract heightened scrutiny where national interests, security or strategic resources are con- cerned. For example, in the oil and gas, telecom- munications, defence and power sectors, regulatory approvals often involve assessments to ensure that investors or acquirers do not pose a risk to national or economic security. In addition, although there are no blanket restrictions on investors from particular countries, the government may exercise discretionary oversight in cases involv- ing entities from jurisdictions subject to international sanctions or appearing on anti-money laundering watchlists. The CBN retains powers to monitor, deny approvals or restrict capital inflows linked to such entities under the Money Laundering (Prevention and Prohibition) Act 2022 and related financial regulations. Nigeria also maintains several export control regula- tions regulating the export of strategic materials such as crude oil, natural gas and defence-related goods. Key regulations include: • the Nigerian Export Promotion Act, which primar- ily governs the Nigerian Export Promotion Coun- cil (NEPC) to regulate exports through licensing, inspection and export documentation – exporters must register with the NEPC and obtain the rel- evant permits; • the Nigeria Customs Service Act, 2023; • the Explosives Act 1964; and • the Firearms Act. 5.5 Antitrust Regulations The FCCPA and the Merger Review (Amended) Regu- lations 2021 are the primary laws governing antitrust and competition oversight in mergers, acquisitions and business combinations in Nigeria. These laws mandate filing requirements with the FCCPC for merg-
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