NIGERIA Law and Practice Contributed by: Chiagozie Hilary-Nwokonko, Chukwuyere Ebere Izuogu and Priscilla Bidemi Ben-Okoh, Streamsowers & Köhn
added to the base penalty to reflect the continuing nature of the infringement. In the third step, the cumulative amount derived from the base penalty and the duration adjustment is reviewed against the statutory ceiling. The applica - ble law imposes a cap of 10% of the annual turnover of the merger parties, which serves as the maximum permissible penalty regardless of the outcome of the calculation. The fourth step introduces an assess - ment of aggravating and mitigating factors, which are applied to the calculated amount as a net percentage adjustment. This adjustment may either increase or reduce the penalty, depending on considerations such as the seriousness of the infringement, co-operation with the authority, or remedial conduct by the parties. These factors are aggregated into a single percentage modifier and applied to the amount derived from the earlier steps. Finally, the resulting figure is again tested against the statutory cap of 10% annual turnover and rounded where necessary to ensure compliance with the legal maximum. The final administrative penalty therefore reflects a composite assessment that integrates the base penalty, the duration of the infringement, and the balance of aggravating and mitigating factors, while remaining subject to the statutory ceiling of 10%. The FCCPC has consistently reiterated its commit - ment to sanctioning parties that implement notifiable mergers without obtaining prior regulatory approval. Most recently, in April 2026, the FCCPC issued a pub - lic notice warning undertakings against non-compli - ance with applicable merger control requirements and transaction approval processes. Notwithstanding these regulatory pronouncements, there is, to date, no publicly available record of administrative penal - ties or enforcement sanctions having been imposed on undertakings domiciled in Nigeria for gun-jumping violations. Similarly, there have been no publicly disclosed enforcement actions or sanctions in relation to for - eign-to-foreign mergers with a Nigerian nexus. While this may suggest a measured or evolving enforcement posture, it should not be interpreted as diminishing the FCCPC’s statutory powers or its stated intention
to strengthen merger control compliance and enforce - ment oversight within the Nigerian competition law framework. 2.14 Exceptions to Suspensive Effect At the time of writing (May 2026), there are no gen - eral exceptions to the obligation not to implement a qualifying merger without first seeking and obtaining the approval of the FCCPC and/or the NCC. 2.15 Circumstances Where Implementation Before Clearance Is Permitted Global transactions may be implemented without seeking prior approval from the FCCPC in circum - stances where there is no local component, and the jurisdictional threshold is not met. 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification There is no specific deadline for notification. The FCCPA requires that the FCCPC’s approval be sought and obtained before a qualifying merger is implement - ed. 3.2 Type of Agreement Required Prior to Notification As part of the merger review process, the FCCPC requires the submission of all documents that form the basis of the merger transaction. These may include heads of terms, memoranda of understanding, sale and purchase agreements, business transfer agree - ments, or any similar documents. Where transaction documents have not been final - ised, the most recent draft(s) must be submitted, accompanied by regular updates reflecting any sub - sequent revisions. It is imperative that the notifying parties keep the FCCPC fully informed of all material changes to the transaction documentation throughout the review process. 3.3 Filing Fees Filing fees are payable for merger notifications. The applicable fee is determined by a percentage of either the consideration sum payable for the transaction or
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