SOUTH AFRICA Trends and Developments Contributed by: Ezra Davids, Tholinhlanhla Gcabashe, Nanga Kwinana and Ricci Hackner, Bowmans
Dispute resolution A few significant court reforms emerged in 2025 with direct implications for M&A practice. The Gauteng Divi - sion of the High Court introduced mandatory media - tion requirements, a procedural innovation designed to address case backlogs and capitalise on the high incidence of settlements occurring immediately before trial. This development warrants careful consideration when drafting tiered dispute resolution mechanisms in transaction agreements. We have also seen the establishment of dedicated insolvency courts in the Gauteng Division to deliver on the commercial impera - tive of having business rescue and insolvency-related matters dealt with expeditiously and heard by judges with the relevant expertise. The legislature formalised the procedure for certifica - tion of a class action, codifying the process that has been developed by case law with the aim of ensuring access to justice for class claimants with appropri - ate protections against frivolous claims. This reform carries particular relevance for clients navigating shareholder activism and potential collective litiga - tion exposure. Outlook As South Africa’s M&A market enters 2026, macro - economic stability, structural reform momentum and renewed investor confidence present a compelling inflection point. Strategic repositioning in mining and energy, technology-driven consolidation in fintech and digital infrastructure, disciplined cross-border banking expansion, and an increasingly sophisticated regula - tory environment are the defining themes. Complexity remains: logistics, evolving competition and public interest scrutiny, B-BBEE compliance imperatives and a shifting governance landscape all demand rigour and foresight. Yet for investors and corporates prepared to combine strategic clarity with regulatory acumen, South Africa offers what few Afri - can markets can: institutional depth, legal certainty and a reform trajectory moving decisively in the right direction.
(ZAR10 million) remaining the high-water mark for de facto control coupled with deficient disclosure. The Commission’s final guidelines on administrative penalties for non-notification and prior implementa - tion (published in April 2019) continue to guide this enforcement, with the level of penalties calibrated by factors including gravity, duration, intent, co-operation and market impact. National security review: pending enactment The Competition Amendment Act 2018 contains pro - visions that will, if enacted, require notification of any merger involving the acquisition of a South African firm by a foreign acquirer in designated sectors to a government committee (yet to be constituted), for assessment of the transaction’s impact on national security interests. These provisions are not yet in force and are not expected to be enacted in the short- to medium-term, but nonetheless represent a potentially significant additional layer of review for cross-border M&A, and should be monitored closely. Sector priorities and heightened scrutiny The Commission has identified the following sec - tors as priority areas attracting heightened scrutiny in both mergers and prohibited practices: food and agri-processing, healthcare, intermediate industrial inputs, construction and infrastructure, banking and financial services, ICT and energy. Parties to transac - tions in these sectors should anticipate more intensive Commission engagement during the review process. Broad-Based Black Economic Empowerment (B-BBEE) compliance B-BBEE, which comprises various components aimed at redressing the economic inequalities of the past and broadening meaningful economic participation of black South Africans in the economy, together with draft reform in the space and the introduction of the Transformation Fund, continues to shape the struc - ture and execution of M&A in South Africa. Proactive engagement with evolving B-BBEE codes and sector- specific targets is key to maintaining competitiveness and accessing procurement opportunities and long- term sustainability in a transforming economy.
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