SOUTH AFRICA Law and Practice Contributed by: Michael Katz, Matthew Morrison, Madison Liebmann and Sinovuyo Damane, ENS
consultation process facilitated by the Competition Commission. The pre-merger filing consultation pro - cess will enable prospective merger parties to engage with the Commission on potential issues likely to arise during a formal merger filing and, where appropriate, to discuss potential conditions that could address those issues as a means of ensuring efficient and timeous assessment of merger transactions by the Competition Commission after notification. Draft Amendment of the Determination of Merger Thresholds and Merger Filing Fees The Department of Trade, Industry and Competition published draft amendments to the current merger notification thresholds, and applicable merger fil - ing fees, on 27 January 2026. Once finalised, these amendments will set out the revised higher and lower financial thresholds for determining whether a merger is classified as intermediate or large, as well as the revised merger filing fees payable for intermediate and large mergers. Competition Commission Draft Guidelines on Minority Shareholder Protections The Competition Commission issued draft guidelines on minority shareholder protections on 4 December 2025. Once finalised, these guidelines will set out the Competition Commission’s approach to assess - ing minority shareholder protection rights in a merger transaction to determine whether such rights grant a shareholder with a form of control that necessitates notification of the merger transaction to the Com - petition Commission (provided the merger meets the applicable financial thresholds and jurisdictional requirements as well). These guidelines also provide examples of minority shareholder protections that do not confer control, as well as examples of minority shareholder protections that do confer control for merger notification purposes. Competition Commission Guidelines on the Filing of Merger Notifications for Hostile Transactions Under the Competition Act No 89 of 1998 The Competition Commission issued final guidelines on the filing of merger notifications for hostile transac - tions on 20 March 2024. The guidelines are instructive to potential merger parties on the filing of a separate merger notification in hostile transactions and provide
guidance as to how the Commission will exercise its discretion to allow for a separate merger notification and when merger review timelines will be deemed to have started running in the case of a separate merger notification. Competition Commission Guidelines on Indivisible Transactions The Competition Commission issued the final guide - lines on indivisible transactions on 4 October 2024. These guidelines provide guidance to merger parties intending to structure and notify multiple transactions by setting out the factors the Commission considers when assessing whether multiple notifiable transac - tions may be notified to the Competition Commission as a single filing, in place of separate merger notifica - tions. The guidelines also provide examples of trans - actions that constitute a single indivisible transaction. Competition Commission Final Guidelines on Internal Restructuring in Terms of the Competition Act No 89 0f 1998 (as Amended) The Competition Commission issued the final guide - lines on internal restructuring on 4 April 2025. The guidelines effectively codify the Commission’s approach in assessing the circumstances under which a transaction that constitutes an internal restructuring may or may not require notification. Amendments to Companies Act to Combat Money Laundering and Terrorism The General Laws (Anti-Money Laundering and Com - bating Terrorism Financing) Amendment Act No 22 of 2022 (GLAA) was introduced in December 2022 in order to strengthen South Africa’s system of anti- money laundering (AML) and combating the financ - ing of terrorism (CFT). These laws were introduced to strengthen the fight against corruption, fraud and terrorism, and assist South Africa in meeting the inter - national standards on AML/CFT, and to reduce the prospect of “grey listing” by the Financial Action Task Force (FATF). Although South Africa was unfortunately grey-listed in February 2023, South Africa success - fully exited the FATF grey-listing on 24 October 2025. The GLAA amends five different Acts, including the Trust Property Control Act, 1988; the Non-profit
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