NIGERIA Trends and Developments Contributed by: Chiagozie Hilary-Nwokonko, Chukwuyere Ebere Izuogu and Priscilla Bidemi Ben-Okoh, Streamsowers & Köhn
Although distinct from merger control, the matter is relevant to transaction risk in several respects. First, it reinforces the position that Nigerian regulators increasingly treat data governance as a public interest issue extending beyond purely technical compliance. Secondly, it complements FCCPC jurisprudence that increasingly treats certain data governance failures as consumer protection and potentially competition- relevant concerns. Thirdly, it reflects a broader regula - tory environment in which data, user choice, consent and transparency are increasingly viewed as strategi - cally significant market assets. The significance for merger control practice lies less in the mechanics of the settlement itself and more in the regulatory align - ment it reflects between data protection, competi - tion regulation and consumer protection oversight. In data-intensive markets, consent, transparency and user choice are increasingly being treated as matters of public interest and, where they influence switch - ing behaviour, exclusion or exploitation, as potentially competition-relevant considerations. For merger control practice, the practical implication is that transactions involving digital platforms, advertis - ing-driven business models or data-rich ecosystems may increasingly attract scrutiny not only from privacy regulators, but also from competition authorities con - cerned with market power, exclusionary conduct and consumer welfare. Implications for Merger Control Practice Across 2025–2026, Nigerian merger control has become increasingly interconnected with consumer protection, conduct regulation and data governance. Successful transaction execution therefore requires parties to anticipate regulatory concerns extending beyond traditional concentration analysis and to sup - port their positions with credible operational evidence, economic reasoning and compliance planning. In practical terms, transaction parties should consider the following: • commence regulatory mapping early and integrate FCCPC strategy within a broader approvals frame - work encompassing sector licensing, privacy and consumer protection considerations;
• design robust interim conduct arrangements to mitigate gun jumping risks, including clean teams, information barriers and carefully managed integra - tion planning; • develop clear consumer-facing narratives demon - strating how transactions will improve investment, resilience, innovation and service quality while mitigating risks relating to pricing, access and consumer choice; • anticipate more operationally focused remedy discussions involving enforceable undertakings, compliance monitoring and escalation mecha - nisms; and • conduct enhanced diligence on data governance where data constitutes a strategic asset, including review of consent mechanisms, transfers, third- party access arrangements and proposed post- closing data uses. Overall, merger strategy in Nigeria increasingly requires careful consideration not only of concentra - tion metrics, but also of post-closing conduct, con - sumer outcomes and governance credibility. Early issue identification, targeted regulatory engagement and evidence-based remedy planning are therefore becoming increasingly important determinants of suc - cessful transaction execution. For boards, investors and deal professionals, these issues are no longer merely legal compliance matters. Regulatory concerns may materially affect transaction timelines, integration planning, valuation assumptions and broader public messaging, particularly in consumer-facing and data- intensive sectors. Outlook Through 2026 and Beyond Looking ahead, parties should expect a more struc - tured, compliance-oriented merger filing environment, with continuing scrutiny of foreign-to-foreign transac - tions involving meaningful Nigerian market connec - tions. The FCCPC is also likely to remain attentive to emerging theories of harm in digital and consumer- facing markets, including concerns relating to data exploitation, exclusionary platform conduct, ecosys - tem dependency and access restrictions. At the same time, energy transition and infrastructure transactions will likely continue to test the balance between preserving competitive market structures
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