NIGERIA Trends and Developments Contributed by: Chiagozie Hilary-Nwokonko, Chukwuyere Ebere Izuogu and Priscilla Bidemi Ben-Okoh, Streamsowers & Köhn
subsequently be exercised, particularly in digital and consumer-facing markets. Merger Control Procedure: Enforcement Posture and Execution Risks Over the past year, FCCPC practice has become more procedurally predictable, supported by clear - er notification requirements, continuing reliance on the Merger Review Regulations (as amended) and expanded use of digital filing and administrative sys - tems. Pre-notification engagement with the FCCPC is increasingly valuable, particularly where jurisdictional questions are complex, including in foreign-to-foreign transactions, multi-stage acquisitions or transactions involving overlapping sectoral approvals. Pre-notification engagement may also assist where remedies could become necessary or where sec - tor regulators operate on timelines that do not align with the FCCPC review process. Although the merger review process has generally become more navigable for notifying parties, stakeholders continue to advo - cate for greater transparency through the publication of reasoned decisions and clearer guidance relating to remedies and substantive assessment standards. A continuing execution risk remains “gun jumping”, namely the implementation of a notifiable transaction prior to obtaining FCCPC approval. The risk is par - ticularly significant in transactions involving valuable customer data, strategic personnel, critical infrastruc - ture or key distribution channels. The FCCPC has repeatedly emphasised the impor - tance of compliance with notification and approval requirements and has consistently indicated that pre - mature implementation may expose parties to regu - latory sanctions, remedial measures and transaction delays. In practice, this requires careful interim gov - ernance arrangements, including robust clean team protocols, information barriers for competitively sen - sitive information and realistic transaction timelines capable of accommodating both competition clear - ance and sector-specific approvals. However, as the FCCPC’s enforcement posture becomes more operationally ambitious, particularly in digital and consumer-facing sectors, questions con -
cerning institutional capacity, remedy monitoring and inter-agency co-ordination may become increasingly important. Behavioural remedies, data-related com - mitments and conduct-based undertakings frequently require sustained technical oversight and cross-reg - ulatory co-operation, which may place significant demands on institutional resources. The broader significance of this development is that merger control in Nigeria is evolving from a predomi - nantly procedural notification system towards a more interventionist and compliance-oriented framework in which post-transaction conduct and operational gov - ernance are becoming increasingly relevant. Conduct Regulation and Consumer Protection Shaping Transactions In April 2026, the FCCPC published exposure drafts of two significant regulatory instruments: the Draft Consumer Protection Regulations 2026 and the Draft Authorisation, Exemption and Guidance Regulations (Non-Merger Matters) 2026, together with accompa - nying guidance notes. These drafts represent one of the FCCPC’s most comprehensive efforts to date to clarify and consolidate its approach to consumer pro - tection, restrictive agreements and conduct regula - tions under the FCCPA. Although these instruments are not merger regula - tions, they remain highly relevant to transaction plan - ning because they provide insight into the standards of conduct the FCCPC increasingly expects busi - nesses to maintain following completion of a trans - action. Where mergers involve potential behavioural remedies concerning pricing, access, complaints han - dling, consumer transparency or data use, the final versions of these instruments may become important benchmarks for compliance assessment. The draft Consumer Protection Regulations propose detailed obligations concerning transparency, dis - closure, unfair contract terms and digitally mediated transactions. Particularly relevant to merger control practice is the draft’s emphasis on consumer data governance, consent standards and disclosure obli - gations within digital commercial environments. The Regulations also contemplate broader investigative and procedural powers, including inspections, hear -
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